0001140361-16-059288.txt : 20160329 0001140361-16-059288.hdr.sgml : 20160329 20160329151118 ACCESSION NUMBER: 0001140361-16-059288 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160324 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160329 DATE AS OF CHANGE: 20160329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS AMERICA INC CENTRAL INDEX KEY: 0000918251 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] 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: 161535212 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 3-24-2016

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  24, 2016

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 24, 2016 (the “Meeting”).

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, 2016; and (iii) approve on a non-binding advisory basis 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 and, on a non-binding advisory basis, did not approve the compensation of our named executive officers.

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 Against
  
Shares Abstaining
  
Broker Non-Votes
                 
Selwyn Joffe
  
14,548,813
  
1,302,275
  
80,935
  
1,048,992
Mel Marks
  
14,851,046
  
999,882
  
81,095
  
1,048,992
Scott Adelson
  
13,952,495
  
1,903,394
  
76,134
  
1,048,992
Rudolph Borneo
  
12,923,975
  
2,931,914
  
76,134
  
1,048,992
Philip Gay
  
12,919,085
  
2,931,999
  
80,939
  
1,048,992
Duane Miller
  
13,057,557
  
2,798,328
  
76,138
  
1,048,992
Jeffrey Mirvis
  
13,222,981
  
2,632,905
  
76,137
  
1,048,992

Proposal 2—Ratification of Ernst & Young LLP

 
Shares For
  
Shares Against
  
Shares Abstaining
  
 
16,802,284
  
177,253
  
1,478
  

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

 
Shares For
  
Shares Against
  
Shares Abstaining
  
Broker Non-Votes
 
7,439,934
  
8,121,125
  
370,964
  
1,048,992

At the Meeting, Selwyn Joffe, the Chief Executive Officer of the Registrant, announced that Mel Marks, passed away on March 12, 2016.  Since Mr. Marks passed away after the proxy materials for the Meeting were mailed, he was included as a nominee for election as a director in the proxy materials; however, in light of Mr. Marks’ passing, Mr. Marks was not included as one of the nominees for election as a director at the Meeting.  The persons named as proxies in the form of proxy that accompanied the proxy statement did not exercise the discretionary authority granted to them to vote for an alternative nominee.  Accordingly, there is currently a vacancy on the Board.  Under the Registrant’s Amended and Restated By-laws, as amended, this vacancy may be filled by a majority of the directors in office after the vacancy has occurred.
 

2
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 29, 2016
/s/ Michael M. Umansky
  
 
Michael M. Umansky 
 
Vice President and General Counsel 

 
3