--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-26-020595" form_type: "8-K" ticker: "PRTS" cik: "0001378950" company_name: "CarParts.com, Inc." filed_at: "2026-05-11T20:38:58+00:00" generated_at: "2026-05-11T20:49:48.588067+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # CarParts.com stockholders approve reverse stock split, new equity plan, and elect Nanxi Liu as director ## Summary - Stockholders authorized reverse stock split (1:5 to 1:20), effective date at Board discretion. - 2026 Stock Incentive Plan approved; 4,700,000 shares of common stock reserved for issuance. - Nanxi Liu elected Class II director with 14,185,563 for, 11,388,331 withheld, 21,342,122 broker non-votes. - Ratification of RSM US LLP as independent auditor for fiscal 2026 approved (45,401,427 for). - Advisory vote on named executive officer compensation approved (23,808,892 for, 1,169,225 against). ## SEC filing metadata - accession: 0001140361-26-020595 - form_type: 8-K - ticker: PRTS - cik: 0001378950 - company_name: CarParts.com, Inc. - filed_at: 2026-05-11T20:38:58+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1378950/000114036126020595/0001140361-26-020595-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1378950/000114036126020595/ef20073040_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-26-020595 - JSON: https://secwatch.observer/filing/0001140361-26-020595.json - Plain text: https://secwatch.observer/filing/0001140361-26-020595.txt ## Key facts - Executive change Nanxi Liu was elected as Director at CarParts.com, Inc.. - Action: elected - Role: Director source text: The Company’s stockholders approved the 2026 CarParts.com Stock Incentive Plan (the “2026 Stock Incentive Plan”) in order to, among other items, reserve 4,700,000 shares of the Company’s common stock for issuance under the 2026 Stock Incentive Plan. evidence_url: https://www.sec.gov/Archives/edgar/data/1378950/000114036126020595/0001140361-26-020595-index.htm - Shareholder Votes CarParts.com, Inc. shareholders approved Ratification of the Selection of Independent Auditors at the 2026-05-21 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-21 source text: Proposal No. 2 - Ratification of the Selection of Independent Auditors The stockholders voted to ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2026. The results of the vote were as follows: For Against Abstaining 45,401,427 580,087 934,502 evidence_url: https://www.sec.gov/Archives/edgar/data/1378950/000114036126020595/0001140361-26-020595-index.htm - Shareholder Votes CarParts.com, Inc. shareholders approved Advisory Resolution Regarding the Compensation of the Company’s Named Executive Officers at the 2026-05-21 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-21 source text: Proposal No. 5 - Advisory Resolution Regarding the Compensation of the Company’s Named Executive Officers The advisory (non-binding) vote regarding the compensation of the Company’s named executive officers was approved. The results of the advisory (non-binding) vote were as follows: For Against Abstaining Broker Non-Votes 23,808,892 1,169,225 595,777 21,342,122 evidence_url: https://www.sec.gov/Archives/edgar/data/1378950/000114036126020595/0001140361-26-020595-index.htm - Shareholder Votes CarParts.com, Inc. shareholders approved Approval of the Amendment of the Certificate of Incorporation to provide for a reverse stock split at the 2026-05-21 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2026-05-21 source text: Proposal No. 4 - Approval of the Amendment of the Certificate of incorporation The stockholders voted to approve the amendment of the Company’s Certificate of Incorporation to provide for a reverse stock split of the common stock of the Company, that will be at a ratio of not less than one-for-5 (1:5) and not greater than one-for-20 (1:20) the final determination of which shall be determined by the Board of Directors (the “Board”), and to authorize the Board to effect the reverse stock split at their discretion. The results of the vote were as follows: For Against Abstaining 43,695,298 3,154,533 66,185 evidence_url: https://www.sec.gov/Archives/edgar/data/1378950/000114036126020595/0001140361-26-020595-index.htm - Shareholder Votes CarParts.com, Inc. shareholders approved Approval and Adoption of the 2026 CarParts.com Stock Incentive Plan at the 2026-05-21 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-05-21 source text: Proposal No. 3 – Approval and Adoption of the 2026 CarParts.com Stock Incentive Plan The stockholders voted to approve the 2026 CarParts.com Stock Incentive Plan. The results of the vote were as follows: For Against Abstaining Broker Non-Votes 23,414,264 1,569,470 590,160 21,342,122 evidence_url: https://www.sec.gov/Archives/edgar/data/1378950/000114036126020595/0001140361-26-020595-index.htm - Shareholder Votes CarParts.com, Inc. shareholders approved Election of Directors at the 2026-05-21 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-21 source text: Proposal No. 1 - Election of Directors The stockholders elected one Class II director to serve a three-year term, until the Company’s 2029 Annual Meeting of Stockholders and until her successor is elected and qualified. The results of the vote were as follows: For Withheld Broker Non-Votes Nanxi Liu 14,185,563 11,388,331 21,342,122 evidence_url: https://www.sec.gov/Archives/edgar/data/1378950/000114036126020595/0001140361-26-020595-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.