8-K 1 form8k.htm 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): September 5, 2019

Motorcar Parts of America, Inc.
(Exact name of registrant as specified in its charter)

New York
001-33861
11-2153962
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

2929 California Street, Torrance CA
  
90503
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (310) 212-7910

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
MPAA
The Nasdaq Global Select Market

Item 5.07.
Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Motorcar Parts of America, Inc. (the “Company”) was held on September 5, 2019 (the “Meeting”).

At the Meeting, the Company’s stockholders voted on proposals to: (i) elect directors; (ii) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending March 31, 2020; and (iii) approve on a non-binding advisory basis the compensation of our named executive officers.

All nominees for election to the Board of Directors of the Company as directors were elected to serve until the next Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until the earlier of such director’s death, resignation or removal. The stockholders also ratified the selection of the independent registered public accountants.  The stockholders did not approve on a non-binding advisory basis the compensation of our named executive officers.

The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal are set forth below:

Proposal 1—Election of Directors

Nominee
                        
   
Shares For
    
Shares Against
    
Share
Abstaining
    
Broker
Non-Votes
  
Selwyn Joffe
  
14,119,877
    
2,280,485
    
19,909
    
1,660,297
  
Scott J. Adelson
  
14,552,426
    
1,847,664
    
20,181
    
1,660,297
  
Rudolph J. Borneo
  
13,159,652
    
3,240,438
    
20,181
    
1,660,297
  
David Bryan
  
14,320,355
    
2,079,729
    
20,187
    
1,660,297
  
Joseph Ferguson
  
16,143,675
    
256,415
    
20,181
    
1,660,297
  
Philip Gay
  
13,970,061
    
2,430,027
    
20,183
    
1,660,297
  
Duane Miller
  
13,607,940
    
2,792,150
    
20,181
    
1,660,297
  
Jeffrey Mirvis
  
14,322,120
    
2,077,968
    
20,183
    
1,660,297
  
Barbara L. Whittaker
  
16,143,437
    
258,910
    
17,924
    
1,660,297
  

Proposal 2—Ratification of Ernst & Young LLP

 
Shares For
    
Against
    
Shares
Abstaining
  
 
17,895,385
    
181,610
    
3,573
  

Proposal 3—Advisory Vote on the Compensation of Our Named Executive Officers

 
Shares For
    
Shares Against
    
Shares
Abstaining
    
Broker
Non-Votes
  
                       
   
6,403,103
      
9,531,003
      
486,165
      
1,660,297
  

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.

 
MOTORCAR PARTS OF AMERICA, INC.
  
     
Date: September 10, 2019
s/ Michael M. Umansky
  
 
Michael M. Umansky
  
 
Vice President and General Counsel
  


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