8-K

 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): February 28, 2020

ADVANCE AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)

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

2635 East Millbrook Road, Raleigh, North Carolina 27604

(Address of principal executive offices) (Zip Code)

(540) 362-4911

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	AAP	New York Stock Exchange

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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the annual determination of director nominees, on February 28, 2020, Jeffrey Smith and Adriana Karaboutis notified the Board of Directors (the “Board”) of Advance Auto Parts, Inc. (the “Company”) that they did not wish to stand for re-election to the Company’s Board at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”). They will serve out the remainder of their terms, which will end at the Annual Meeting. Neither director’s decision was due to any disagreement with the Company’s management or the Board.

Item 7.01 Other Information.

A press release issued by the Company on March 4, 2020 is attached as Exhibit 99.1 and incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, information incorporated by reference into this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
99.1	Press Release, dated March 4, 2020, issued by Advance Auto Parts, Inc.
101.INS	XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.1	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

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: March 4, 2020	/s/ Jeffrey W. Shepherd
	Jeffrey W. Shepherd
	Executive Vice President, Chief Financial Officer

EX-99.1

Exhibit 99.1

Advance Auto Parts Announces Board Leadership Transition

Jeff Smith Will Not Stand for Re-Election

Gene Lee to Become Chair at May 2020 Annual Shareholder Meeting

RALEIGH, N.C., March 4, 2020 - Advance Auto Parts, Inc. (NYSE: AAP), a leading automotive aftermarket parts provider in North America that serves both professional installer and do-it-yourself customers, announced today that Mr. Jeffrey Smith will not stand for re-election at the May 2020 annual meeting of shareholders.

Mr. Smith became a member of the board in November 2015 and has served as the independent chair since May 2016. Mr. Smith’s current term expires May 15, 2020. The board of directors intends to appoint Eugene Lee, Jr., a current independent director and the president and chief executive officer of Darden Restaurants, Inc., as chair in May 2020.

“I will genuinely miss the team members and board members of Advance,” said Jeff Smith. “We have accomplished a great deal together and I am proud of our progress and excited about the future. While it is difficult to step away from this terrific company and great people, it is my confidence in the leadership and the plan that allows me to step away. I would like to thank Tom and the management team for a terrific partnership and for helping create a plan to produce substantial cash flow and value creation. I would also like to thank Gene Lee and the board for their professional and capable oversight. I am thrilled that Gene will continue as Chair and am excited to support the next chapter under his and Tom’s leadership.”

“I want to thank Jeff for his numerous contributions to the board of directors,” added Gene Lee, independent director. “Jeff’s strategic vision and disciplined approach to operational improvements helped us prioritize for the future, and we are making progress against the strategy he helped set in motion. I have no doubt the talented and experienced management team will continue to deliver meaningful results in the years ahead. On a personal level, I am thankful for Jeff’s partnership and guidance over the past five years, as well as the board’s confidence in me to assume the Chair role in May.”

“On behalf of our entire management team and board of directors, I want to thank Jeff for his outstanding leadership and support over the past four years,” said Tom Greco, Advance’s president and chief executive officer. “As one of the chief architects of our business transformation, Jeff’s relentless focus on team members, customers and shareholders has enabled us to build the foundation we need for long-term growth and margin expansion. We’ve delivered two consecutive years of top- and bottom-line improvement, and we are well positioned to drive meaningful sales growth, margin expansion and significant cash generation in the future. Gene is intimately familiar with our strategy and has a strong track record of driving results, which makes him uniquely qualified to lead the board at this time. I look forward to

working with Gene in his new capacity as Chair. I am incredibly grateful for Jeff’s numerous contributions to the transformation of Advance and wish him continued success in the future.”

Unrelated to Mr. Smith’s departure, Ms. Adriana Karaboutis, who has served as a member of the board since February 2015, has elected to not stand for re-election at the May 2020 annual meeting of shareholders following the expiration of her current term. The nominating and governance committee has commenced a search for additional director candidates.

Mr. Greco continued, “Andi has been a valuable member of our board over the past five years, contributing meaningful expertise to the technology roadmap which is critical to the successful execution of our strategic objectives. I want to thank Andi for her support and wish her well in her future endeavors.”

About Advance Auto Parts

Advance Auto Parts, Inc. is a leading automotive aftermarket parts provider that serves both professional installer and do-it-yourself customers. As of December 28, 2019, Advance operated 4,877 stores and 160 Worldpac branches in the United States, Canada, Puerto Rico and the U.S. Virgin Islands. The Company also serves 1,253 independently owned Carquest branded stores across these locations in addition to Mexico, the Bahamas, Turks and Caicos and British Virgin Islands. Additional information about Advance, including employment opportunities, customer services, and online shopping for parts, accessories and other offerings can be found at www.AdvanceAutoParts.com.

Investor Relations Contact:	Media Contact:
Elisabeth Eisleben	Darryl Carr
T: (919) 227-5466	T: (984) 389-7207
E:invrelations@advanceautoparts.com	E:AAPCommunications@advanceautoparts.com

Forward-Looking Statements

Certain statements in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, may be forward-looking statements. Forward-looking statements address future events or developments, and typically use words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “forecast,” “guidance,” “outlook,” “estimate,” or similar expressions. These forward-looking statements include, but are not limited to, statements about the expected composition of our board of directors and the future of our business. Forward-looking statements reflect current views about our plans, strategies and prospects, which are based on information currently available as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Please refer to the risk factors discussed in "Item 1a. Risk Factors" in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission for additional factors that could materially affect the Company’s actual results. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not place undue reliance on those statements.

XML

Cover Page Document	Feb. 28, 2020
Cover Page [Abstract]
Entity Central Index Key	0001158449
Title of 12(b) Security	Common Stock, $0.0001 par value
Entity Address, Postal Zip Code	27604
Entity Address, Address Line One	2635 East Millbrook Road
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	Feb. 28, 2020
Entity Registrant Name	ADVANCE AUTO PARTS, INC.
Entity File Number	001-16797
Entity Tax Identification Number	54-2049910
Entity Address, City or Town	Raleigh
Entity Address, State or Province	NC
City Area Code	540
Local Phone Number	362-4911
Trading Symbol	AAP
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false