--- schema_version: "secwatch.filing_event.v1" accession: "0001158449-23-000133" form_type: "8-K" ticker: "AAP" cik: "0001158449" company_name: "ADVANCE AUTO PARTS INC" filed_at: "2023-05-31T23:59:59+00:00" generated_at: "2026-06-14T10:11:18.282188+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Advance Auto Parts shareholders elect all nine directors, approve compensation plans at 2023 annual meeting ## Summary - All nine director nominees elected with majority support; broker non-votes of ~4.85M for each. - 2023 Omnibus Incentive Compensation Plan approved (43.99M for, 1.92M against). - 2023 Employee Share Purchase Plan approved (45.75M for, 166K against). - Say-on-pay approved (41.76M for); frequency set to annual by board after shareholder vote. - Ratification of Deloitte as auditor (48.09M for, 2.69M against); independent chair proposal defeated (37.14M against). ## SEC filing metadata - accession: 0001158449-23-000133 - form_type: 8-K - ticker: AAP - cik: 0001158449 - company_name: ADVANCE AUTO PARTS INC - filed_at: 2023-05-31T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1158449/000115844923000133/0001158449-23-000133-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1158449/000115844923000133/aap-20230524.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001158449-23-000133 - JSON: https://secwatch.observer/filing/0001158449-23-000133.json - Plain text: https://secwatch.observer/filing/0001158449-23-000133.txt ## Key facts - Shareholder Votes ADVANCE AUTO PARTS INC shareholders approved Approval of the 2023 Omnibus Incentive Compensation Plan at the 2023-05-24 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-24 source text: The 2023 Omnibus Incentive Compensation Plan was approved by the following non-binding advisory vote: FOR AGAINST ABSTAIN BROKER NON-VOTES 43,989,962 1,919,774 33,323 4,854,930 evidence_url: https://www.sec.gov/Archives/edgar/data/1158449/000115844923000133/0001158449-23-000133-index.htm - Shareholder Votes ADVANCE AUTO PARTS INC shareholders approved Approval of the 2023 Employee Share Purchase Plan at the 2023-05-24 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-24 source text: The 2023 Employee Share Purchase Plan was approved by the following non-binding advisory vote: FOR AGAINST ABSTAIN BROKER NON-VOTES 45,751,592 166,358 25,109 4,854,930 evidence_url: https://www.sec.gov/Archives/edgar/data/1158449/000115844923000133/0001158449-23-000133-index.htm - Shareholder Votes ADVANCE AUTO PARTS INC shareholders approved Non-binding advisory vote on the frequency of votes to approve the compensation of the Company's named executive officers at the 2023-05-24 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-24 source text: The vote for frequency of future votes on the compensation of the named executive officers was as follows on a non-binding, advisory basis: ONE YEAR TWO YEARS THREE YEARS ABSTAIN BROKER NON-VOTES 44,759,972 18,461 1,135,711 28,915 4,854,930 evidence_url: https://www.sec.gov/Archives/edgar/data/1158449/000115844923000133/0001158449-23-000133-index.htm - Shareholder Votes ADVANCE AUTO PARTS INC shareholders approved Non-binding advisory vote to approve the compensation of the Company's named executive officers at the 2023-05-24 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-24 source text: The compensation of the named executive officers was approved by the following non-binding advisory vote: FOR AGAINST ABSTAIN BROKER NON-VOTES 41,764,021 4,101,396 77,642 4,854,930 evidence_url: https://www.sec.gov/Archives/edgar/data/1158449/000115844923000133/0001158449-23-000133-index.htm - Shareholder Votes ADVANCE AUTO PARTS INC shareholders approved Ratification of the appointment of Deloitte and Touche LLP as the Company's independent registered public accounting firm for 2023 at the 2023-05-24 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-24 source text: Stockholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2023. The vote on the proposal was as follows: FOR AGAINST ABSTAIN 48,085,665 2,690,861 21,463 evidence_url: https://www.sec.gov/Archives/edgar/data/1158449/000115844923000133/0001158449-23-000133-index.htm - Shareholder Votes ADVANCE AUTO PARTS INC shareholders rejected Stockholder proposal regarding requiring an independent Board chair at the 2023-05-24 meeting. - Outcome: failed - Meeting: 2023-05-24 source text: A majority of the Company’s outstanding shares were cast against the vote to approve the stockholder proposal regarding requiring an independent Chair of the Board. The vote on the proposal was as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 8,757,411 37,141,397 44,251 4,854,930 evidence_url: https://www.sec.gov/Archives/edgar/data/1158449/000115844923000133/0001158449-23-000133-index.htm - Shareholder Votes ADVANCE AUTO PARTS INC shareholders approved Election of nine nominees to serve as members of the Board of Directors until the 2024 Annual Meeting of Stockholders at the 2023-05-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-24 source text: All nominees were elected to the Board of Directors with the following vote counts: FOR AGAINST ABSTAIN Carla J. Bailo 45,382,063 534,994 26,002 John F. Ferraro 45,368,401 547,593 27,065 Thomas R. Greco 45,493,498 419,321 30,240 Joan M. Hilson 45,702,034 214,148 26,877 Jeffrey J. Jones II 42,295,471 3,620,288 27,300 Eugene I. Lee, Jr. 44,386,764 1,335,452 220,843 Douglas A. Pertz 45,125,348 790,229 27,482 Sherice R. Torres 45,498,115 418,323 26,621 Arthur L. Valdez Jr. 45,710,595 205,516 26,948 There were 4,854,930 broker non-votes recorded for each nominee. evidence_url: https://www.sec.gov/Archives/edgar/data/1158449/000115844923000133/0001158449-23-000133-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.