dorm-8k_20200514.htm

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): May 14, 2020

Dorman Products, Inc.

(Exact name of Registrant as Specified in Charter)

Pennsylvania

000-18914

23-2078856

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3400 East Walnut Street, Colmar, Pennsylvania 18915

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 997-1800

Not Applicable

(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:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

DORM

The Nasdaq Global Select Market

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. ☐

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

The 2020 Annual Meeting of Shareholders (“Annual Meeting”) of Dorman Products, Inc. (the “Company”) was held on May 14, 2020. During the Annual Meeting, shareholders were asked to consider and vote upon three proposals: (1) to elect seven 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 26, 2020.

On the record date of March 30, 2020, there were 32,458,852 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:

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:

Nominee	Votes in Favor	Votes Against	Abstain	Broker Non-Votes
Steven L. Berman	27,853,918	639,843	2,071	2,317,062
Kevin M. Olsen	27,933,987	559,774	2,071	2,317,062
John J. Gavin	27,248,847	1,244,572	2,413	2,317,062
Paul R. Lederer	26,810,049	1,683,411	2,372	2,317,062
Richard T. Riley	27,245,335	1,248,126	2,371	2,317,062
Kelly A. Romano	27,324,942	1,168,668	2,222	2,317,062
G. Michael Stakias	26,845,471	1,647,956	2,405	2,317,062

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
27,793,204	587,352	115,276	2,317,062

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2020 was ratified based upon the following votes:

Votes in Favor	Votes Against	Votes Abstained
30,374,062	435,990	2,842

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.

		DORMAN PRODUCTS, INC.
Date:	May 18, 2020	By:	/s/ David M. Hession
			Name:	David M. Hession
			Title:	Senior Vice President, Chief Financial Officer and Treasurer

Document And Entity Information	May 14, 2020
Cover [Abstract]
Entity Registrant Name	Dorman Products, Inc.
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2020
Entity Central Index Key	0000868780
Entity File Number	000-18914
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-2078856
Entity Address, Address Line One	3400 East Walnut Street
Entity Address, City or Town	Colmar
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18915
City Area Code	215
Local Phone Number	997-1800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of each class	Common Stock, $0.01 Par Value
Trading Symbol	DORM
Name of each exchange on which registered	NASDAQ