Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Shareholders ("Annual Meeting") of Dorman Products,
Inc. (the "Company") was held on May 25, 2022. During the Annual Meeting,
shareholders were asked to consider and vote upon three proposals: (1) to elect
eight directors, each to serve for a term of one year to expire at the next
annual meeting of shareholders and until his or her successor has been elected
and qualified or until his or her earlier death, resignation or removal; (2) to
approve, on an advisory basis, the compensation of the Company's named executive
officers, as described in the Company's proxy statement distributed in
connection with the Annual Meeting; and (3) to ratify the appointment of KPMG
LLP as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2022.
On the record date of March 24, 2022, there were 31,527,784 shares of the
Company's common stock issued and outstanding and entitled to vote at the Annual
Meeting. For each proposal, the results of the shareholder voting were as
follows:
1. The following nominees were each elected to serve as director for a term
of one year to expire at the next annual meeting of shareholders and until
his or her successor has been elected and qualified or until his or her
earlier death, resignation or removal based upon the following votes:
Votes Votes Broker
Nominee in Favor Against Abstain Non-Votes
Steven L. Berman 27,550,298 608,434 10,216 822,564
Kevin M. Olsen 27,834,655 323,760 10,533 822,564
Lisa M. Bachmann 27,141,773 1,015,276 11,899 822,564
John J. Gavin 27,049,201 1,106,260 13,487 822,564
Richard T. Riley 26,855,365 1,300,099 13,484 822,564
Kelly A. Romano 27,161,754 995,292 11,902 822,564
G. Michael Stakias 26,275,751 1,879,709 13,488 822,564
J. Darrell Thomas 27,970,891 186,063 11,994 822,564
2. The compensation of the Company's named executive officers, as described
in the proxy statement, was approved on an advisory basis based upon the
following votes:
Votes in Favor Votes Against Votes Abstained Broker Non-Votes
27,868,480 290,349 10,119 822,564
3. The appointment of KPMG LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2022 was ratified
based upon the following votes:
Votes in Favor Votes Against Votes Abstained
28,071,287 915,148 5,077
Item 8.01 Other Events.
On May 25, 2022, Mr. Richard Riley was appointed Lead Director of the Company's
Board of Directors. Mr. Riley also serves as Chairman of the Audit Committee and
he is a member of each of the Compensation Committee and the Corporate
Governance and Nominating Committee.
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