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
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Date of Report (Date of earliest event reported): May 20, 2026 |
Advance Auto Parts, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-16797 |
54-2049910 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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4200 Six Forks Road |
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Raleigh, North Carolina |
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27609 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (540) 362-4911 |
(Former Name or Former Address, 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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.0001 par value |
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AAP |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the “Company”) was held on Wednesday, May 20, 2026. The following matters were submitted to a vote by the stockholders: (1) election of 10 nominees to serve as members of the Board of Directors until the 2027 Annual Meeting of Stockholders, (2) non-binding advisory vote to approve the compensation of the Company’s named executive officers, and (3) ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2026.
All nominees were elected to the Board of Directors with the following vote counts:
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FOR |
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AGAINST |
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ABSTAIN |
Carla J. Bailo |
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51,110,772 |
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1,131,507 |
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18,681 |
John F. Ferraro |
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51,749,350 |
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492,651 |
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18,959 |
Joan M. Hilson |
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51,841,525 |
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391,429 |
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28,006 |
Cynthia T. Jamison |
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52,071,507 |
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170,571 |
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18,882 |
Richard A. Johnson |
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51,204,355 |
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1,038,936 |
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17,669 |
Eugene I. Lee, Jr. |
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43,991,451 |
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8,250,306 |
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19,203 |
Shane M. O’Kelly |
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51,958,485 |
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285,044 |
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17,431 |
Thomas W. Seboldt |
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51,573,276 |
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671,156 |
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16,528 |
Gregory L. Smith |
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50,989,439 |
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1,251,895 |
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19,626 |
A. Brent Windom |
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50,734,063 |
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1,505,063 |
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21,834 |
There were 5,169,702 broker non-votes recorded for each nominee.
The compensation of the named executive officers was approved by the following non-binding advisory vote:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
50,144,674 |
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2,032,744 |
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83,542 |
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5,169,702 |
Stockholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2026. The vote on the proposal was as follows:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
56,420,460 |
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947,410 |
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62,792 |
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0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Exhibit Description |
101.1 |
Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL. |
104.1 |
Cover Page Interactive Data File (embedded within the Inline XBRL document included in Exhibit 101.1). |
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.
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ADVANCE AUTO PARTS, INC. |
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May 22, 2026 |
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/s/ Ryan P. Grimsland |
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Ryan P. Grimsland |
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Executive Vice President, Chief Financial Officer |