Business Context and Reporting Period
Company: Advance Auto Parts, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 20, 2009
Reporting Period: First quarter ended April 25, 2009
This filing reports the Company's financial results for the first quarter of fiscal 2009 and details changes to the Board of Directors following the 2009 annual meeting of stockholders.
Key Financial Metrics
The filing references a press release (Exhibit 99.1) containing specific financial results for the quarter ended April 25, 2009. However, the text of this Form 8-K does not provide specific numerical values for:
- Revenue
- Net Profit or Loss
- Cash Flow
- Profit Margins
- Debt Levels
- Liquidity Ratios
Investors must refer to the attached press release (Exhibit 99.1) for these specific figures.
Material Changes and Corporate Governance
Board of Directors Changes:
- Retirements: Effective May 20, 2009, Nicholas J. LaHowchic and Lawrence P. Castellani retired as Directors. Mr. LaHowchic previously served on the Audit and Finance Committees; Mr. Castellani served on the Finance Committee.
- Reelections: Stockholders reelected John F. Bergstrom, John C. Brouillard, Darren R. Jackson, William S. Oglesby, Gilbert T. Ray, Carlos A. Saladrigas, and Francesca M. Spinelli to serve until the 2010 annual meeting.
- Committee Restructuring: Effective May 19, 2009, the Board restructured its committees to fill vacancies. All appointed members were determined to be independent under NYSE listing standards.
Committee Composition (Post-Restructuring):
- Nominating and Corporate Governance: Gilbert T. Ray (Chair), William S. Oglesby, Francesca M. Spinelli, John C. Brouillard.
- Audit: Carlos A. Saladrigas (Chair, Designated Financial Expert), John C. Brouillard (NYSE Financial Management Expertise), Gilbert T. Ray.
- Compensation: Francesca M. Spinelli (Chair), Gilbert T. Ray, John F. Bergstrom.
- Finance: William S. Oglesby (Chair), John F. Bergstrom, Carlos A. Saladrigas.
Guidance, Outlook, and Risks
Forward-Looking Statements: The press release incorporated by reference contains forward-looking statements regarding the Company's 2009 fiscal year. Specific guidance figures are not detailed in the text of this Form 8-K.
Legal Disclaimer: The information contained in this Current Report, including Exhibit 99.1, is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and is not subject to the liabilities of that section.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for specific Q1 2009 revenue, earnings, and cash flow figures.
- Verify the specific forward-looking guidance for fiscal 2009 contained in the press release.
- Confirm the independence status of the newly appointed committee members against NYSE listing standards.
- Assess the impact of the departure of the Designated Financial Expert (if applicable to the prior structure) and the appointment of Carlos A. Saladrigas as the new Designated Financial Expert.