Business Context and Reporting Period
This Form 8-K Current Report was filed by CarParts.com, Inc. on May 18, 2021. The filing documents the results of the Company's 2021 Annual Meeting of Stockholders held on the same date. The Company is incorporated in Delaware and its common stock trades on the NASDAQ Global Market under the symbol PRTS.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder actions. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. Investors should refer to the Company's most recent 10-K or 10-Q filings for financial performance metrics.
Material Changes and Corporate Actions
The filing reports the following material actions taken by stockholders at the Annual Meeting:
- Shareholder Participation: Of 50,602,499 shares entitled to vote, 34,390,715 shares were present in person or by proxy.
- Election of Directors (Proposal 1): Stockholders elected three Class III directors to serve three-year terms:
- Warren B. Phelps III: 20,821,280 votes For; 3,390,691 votes Withheld.
- Lev Peker: 24,008,966 votes For; 203,005 votes Withheld.
- Dr. Lisa Costa: 23,783,789 votes For; 428,182 votes Withheld.
- Ratification of Auditors (Proposal 2): Stockholders ratified the selection of RSM US LLP as the independent registered public accounting firm for the fiscal year ending January 1, 2022.
- Votes For: 34,184,637
- Votes Against: 65,616
- Votes Abstaining: 140,462
- Employee Stock Purchase Plan (Proposal 3): Stockholders approved the 2021 Employee Stock Purchase Plan.
- Votes For: 23,965,832
- Votes Against: 123,664
- Votes Abstaining: 122,475
- Plan Details: The plan allows employees to purchase common stock at a discount. The maximum number of shares issuable under the plan is 250,000.
Guidance, Outlook, and Risks
This filing does not provide management guidance, future outlook, or discuss specific risks and contingencies. The text references the 2021 Proxy Statement (filed April 27, 2021) for more detailed descriptions of the proposals and the Employee Stock Purchase Plan.
Key Facts for Investor Verification
- Verify the full text of the 2021 Employee Stock Purchase Plan (Exhibit 10.1) to understand specific discount rates, purchase periods, and eligibility criteria.
- Confirm the tenure of the newly elected directors (Warren B. Phelps III, Lev Peker, Dr. Lisa Costa) extends until the 2024 Annual Meeting.
- Note that RSM US LLP has been ratified as the independent auditor for the fiscal year ending January 1, 2022.
- Review the 2021 Proxy Statement for comprehensive details on the voting proposals and corporate governance matters not fully detailed in this 8-K.