0001140361-12-017375.txt : 20120326 0001140361-12-017375.hdr.sgml : 20120326 20120326155258 ACCESSION NUMBER: 0001140361-12-017375 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120321 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120326 DATE AS OF CHANGE: 20120326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS AMERICA INC CENTRAL INDEX KEY: 0000918251 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 112153962 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33861 FILM NUMBER: 12714546 BUSINESS ADDRESS: STREET 1: 2929 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3109724015 MAIL ADDRESS: STREET 1: 2929 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 FORMER COMPANY: FORMER CONFORMED NAME: MOTORCAR PARTS AMERICA INC DATE OF NAME CHANGE: 20040112 FORMER COMPANY: FORMER CONFORMED NAME: MOTORCAR PARTS & ACCESSORIES INC DATE OF NAME CHANGE: 19940128 8-K 1 form8k.htm MOTORCAR PARTS OF AMERICA INC 8-K 3-21-2012 form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 21, 2012
 
Motorcar Parts of America, Inc.
(Exact name of registrant as specified in its charter)
 
New York
001-33861
11-2153962
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
2929 California Street, Torrance CA
90503
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code: (310) 212-7910

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Motorcar Parts of America, Inc. (the “Registrant”) was held on March 21, 2012.

The Registrant’s stockholders voted on proposals to: (i) elect directors; (ii) ratify the appointment of Ernst & Young LLP as the Registrant’s independent registered public accountants for the fiscal year ending March 31, 2012; (iii) approve on a non-binding advisory basis the compensation of our named executive officers, and (iv) approve on a non-binding advisory basis the frequency of future advisory votes on the compensation of our named executive officers.

All nominees for election to the Board of Directors of the Company (the “Board”) as Directors were elected to serve until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified, or until the earlier of such director’s death, resignation or removal. The stockholders also ratified the selection of the independent registered public accountants, approved on a non-binding advisory basis the compensation of our named executive officers and approved on a non-binding advisory basis every year as the frequency of future advisory votes on the compensation of our named executive officers.  The Board had recommended a vote in favor of every year as the frequency of future advisory votes on the compensation of our named executive officers.  In light of the outcome of the vote at the Annual Meeting of Stockholders held on March 21, 2012 and the Board’s recommendation to stockholders regarding the frequency of future advisory votes on the compensation of our named executive officers, our decision is to include a stockholder vote on an advisory basis on the compensation of our named executive officers in our proxy materials every year until the next required vote on the frequency of stockholder votes on the compensation of executives.
 
The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each proposal is set forth below:
 
Proposal 1—Election of Directors

Nominee
Shares For
Shares Withheld
Broker Non-Votes
       
Selwyn Joffe
6,542,550
235,016
2,738,639
Mel Marks
6,194,545
583,021
2,738,639
Scott Adelson
6,628,343
149,223
2,738,639
Rudolph Borneo
6,637,668
139,898
2,738,639
Philip Gay
6,636,859
140,707
2,738,639
Duane Miller
6,637,284
140,282
2,738,639
Jeffrey Mirvis
6,636,258
141,308
2,738,639

Proposal 2—Ratification of the Selection of Ernst & Young LLP

 
Shares For
Shares Against
Shares Abstaining
 
9,314,025
164,530
37,650

Proposal 3—Advisory Vote on the Compensation of Our Named Executive Officers

 
Shares For
Shares Against
Shares Abstaining
Broker Non-Votes
 
5,844,494
460,637
472,435
2,738,639
 
Proposal 4—Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers
           
 
1 Yr
2 Yrs
3 Yrs
Abstain
Broker Non-Votes
 
5,899,703
19,219
382,443
476,201
2,738,639

 
 
 

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
MOTORCAR PARTS OF AMERICA, INC.
     
     
Date: March 26, 2012
s/ Michael M. Umansky
  
 
Michael M. Umansky 
  
 
Vice President and General Counsel