aap8k.htm
 
SEC 873 (03/2003) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
OMB APPROVAL
 
  OMB Number:       3235-0060 
  Expires:     March 31, 2014 
  Estimated average burden
  hours per response..............5.0 
 
 
 
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) May 16, 2011
 
 
ADVANCE AUTO PARTS, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
001-16797
54-2049910
(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 

5008 Airport Road, Roanoke, Virginia
24012
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant's telephone number, including area code (540) 362-4911
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
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 (see General Instruction A.2. below):
 
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 

INFORMATION TO BE INCLUDED IN THE REPORT
 
Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
At the 2011 annual meeting of stockholders of Advance Auto Parts, Inc. (“Company”) held May 17, 2011, the Company’s stockholders re-elected John F. Bergstrom, John C. Brouillard, Fiona P. Dias, Frances X. Frei, Darren R. Jackson, William S. Oglesby, J. Paul Raines, Gilbert T. Ray and Carlos A. Saladrigas to serve as members of the Company’s Board of Directors (“Board”) until the 2012 annual meeting of stockholders.  Following the annual meeting and effective May 17, 2011,  Ms. Francesca P. Spinelli, who had previously served as a director and as the Chair of the Board’s Compensation  Committee and a member of the Nominating and Corporate Governance Committee, retired as a Director of the Company.  Effective May 16, 2011, the Board restructured its Committees in order to fill the vacancies created by the departure of Ms. Spinelli.  All of the directors appointed as members of the Board’s Committees as reconstituted and listed below have been determined by the Board to be independent under the listing standards of the New York Stock Exchange.

Nominating and Corporate Governance Committee
  Gilbert T. Ray Chair
  John C. Brouillard  
  Frances X. Frei  
 
Audit Committee
  Carlos A. Saladrigas Chair, Designated Financial Expert
  John C. Brouillard NYSE Financial Management Expertise
  Gilbert T. Ray  
 
Compensation Committee
  J. Paul Raines Chair
  John F. Bergstrom  
  Fiona P. Dias  
  Frances X. Frei  
 
Finance Committee
  William S. Oglesby Chair
  John F. Bergstrom  
  Fiona P. Dias  
  Carlos A. Saladrigas  
 
Item 5.07. Submission of Matters to a Vote of Security Holders.

(a)  
The 2011 Annual Meeting of Stockholders of the Company was held on Tuesday, May 17, 2011.   The following matters were submitted to a vote by the stockholders: (1) election of nine directors to serve as members of the Board until the 2012 Annual Meeting of Stockholders, (2) non-binding advisory vote to approve the compensation of the Company’s named executive officers, (3) non-binding advisory vote on the frequency of the non-binding advisory stockholder vote on the compensation of the Company’s named executive officers; and (4) ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2011.

(b)  
All nominees were elected to the Board of Directors with the following vote counts:
 
 
FOR
  
WITHHELD
John F. Bergstrom 64,912,499   1,810,058    
John C. Brouillard 65,970,312   752,245    
Fiona P. Dias 65,836,761   885,796    
Frances X. Frei 66,693,961   28,596    
Darren R. Jackson 66,696,003   26,554    
 
 
 
 
 
 
 
William S. Oglesby 66,698,279   24,278    
J. Paul Raines
 66,696,716   25,841    
Gilbert T. Ray
 60,273,168   6,449,389    
Carlos A. Saladrigas
 66,314,318   408,239    
 
There were 6,172,827 broker non-votes recorded for each nominee.
 
The compensation of the named executive officers was approved by the following non-binding advisory vote:
 
FOR
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
64,830,732
1,854,260
37,565
6,172,827
 
A one-year frequency for holding the non-binding advisory vote on the compensation of named executive officers was the preferred frequency, by the following non-binding advisory vote:
 
1 YEAR
2 YEARS
3 YEARS
ABSTENTIONS
BROKER  NON-VOTES
61,045,954
185,308
5,391,267
100,028
6,172,827
 
Stockholders also ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2011. The vote on the proposal was as follows:

FOR
AGAINST
ABSTENTIONS
72,575,118
307,345
12,921
=
(d)  
Consistent with management’s recommendation and upon consideration of the stockholder non-binding advisory vote at the Company’s 2011 Annual Meeting of Stockholders that was weighted heavily in favor of a one-year frequency for holding the non-binding advisory vote on the compensation of named executive officers as reported above, the Company has determined it will include a non-binding advisory stockholder vote on the compensation of the Company’s executive officers in its proxy materials on an annual basis until the next required vote on the frequency of stockholder votes on the compensation of named executive officers.

 
 
 
 
 

 
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.
 
     ADVANCE AUTO PARTS, INC.
   
 (Registrant)
      
Date:  May 20, 2011    /s/ Michael A. Norona
(Signature)*
  Michael A. Norona
 
Executive Vice President and Chief Financial Officer
 
* Print name and title of the signing officer under his signature.