DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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☐   Soliciting Material Pursuant to Rule14a-12
Dorman Products, Inc.
(Name of the Registrant as Specified In Its Charter)
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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 16, 2017.

 

DORMAN PRODUCTS, INC.

 

 

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WELLS FARGO SHAREOWNER SERVICES

1110 CENTRE POINTE CURVE

SUITE 101

MENDOTA HEIGHTS, MN 55120

 

 

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Meeting Information

 

Meeting Type:         Annual Meeting
For holders as of:    March 17, 2017
Date:  May 16, 2017            Time:  8:30 a.m.
Location:    Offices of Blank Rome, LLP
     One Logan Square
     18th & Cherry St.
   

 Philadelphia, PA 19103

 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

— Before You Vote —

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE AND PROXY STATEMENT             ANNUAL REPORT

 

How to View Online:

 

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

 

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If you want to receive a paper or e-mail copy of these documents or future documents, you must make a request. There is NO charge to receive a copy. Please choose one of the following methods to make your request to receive the current proxy materials or to select a future delivery preference:

 

 

1) BY INTERNET:         www.proxyvote.com

 

2) BY TELEPHONE:    1-800-579-1639

 

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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 2, 2017 to facilitate timely delivery.

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

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Vote In Person: If you are a shareholder of record as of the close of business on March 17, 2017, you may vote in person at the shareholder meeting. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

*  If voting by proxy, cumulative voting for directors can only be processed by using the proxy card method of voting.

 

  Voting Items       

 

The Annual Meeting of Shareholders of Dorman Products, Inc. has been called to consider and act upon the following matters:

The Board of Directors recommends you vote FOR the following six directors:

 

  1. Election of Directors

Nominees:

 

  01)    Steven L. Berman   04)    Paul R. Lederer
  02)    Mathias J. Barton   05)    Richard T. Riley
  03)    John J. Gavin   06)    G. Michael Stakias

The Board of Directors recommends you vote FOR the following proposal:

 

  2. Advisory approval of the compensation of our named executive officers.

The Board of Directors recommends you vote 1 YEAR on the following proposal:

 

  3. Advisory vote on the frequency of the advisory vote on named executive officer compensation.

The Board of Directors recommends you vote FOR the following proposal:

 

  4. Approval of amendments to our Amended and Restated Articles of Incorporation and Amended and Restated By-laws to implement a majority voting standard for uncontested director elections.

The Board of Directors recommends you vote FOR the following proposal:

 

  5. Approval of an amendment to our Amended and Restated Articles of Incorporation to eliminate cumulative voting in director elections.

 

 

The Board of Directors recommends you vote FOR the following proposal:

 

LOGO   6.   Approval of an amendment to our Amended and Restated By-laws to increase the maximum number of directors to nine members.

 

The Board of Directors recommends you vote FOR the following proposal:

 

7. Approval of the Dorman Products, Inc. Employee Stock Purchase Plan.

The Board of Directors recommends you vote FOR the following proposal:

 

8. Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year.

NOTE: Such other business as may properly come before the meeting or any postponement or adjournment thereof.

If the Annual Meeting of Shareholders is adjourned because of the absence of a quorum, those shareholders entitled to vote who attend the adjourned annual meeting, although constituting less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors. If the Annual Meeting of Shareholders is adjourned for one or more periods aggregating at least fifteen (15) days because of the absence of a quorum, those shareholders entitled to vote who attend the reconvened annual meeting, if less than a quorum as determined under applicable law, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth herein.

 

 

  

 

 

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