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Advance Auto Parts (AAP) stockholders back directors, pay and 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Advance Auto Parts, Inc. held its 2026 Annual Meeting of Stockholders on May 20, 2026. Stockholders elected 10 directors, each receiving over 50 million votes in favor, with additional broker non-votes recorded on each election item.

Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 50,144,674 votes for, 2,032,744 against, and 83,542 abstentions, along with 5,169,702 broker non-votes. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 56,420,460 votes for, 947,410 against, and 62,792 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for highest-supported director 52,071,507 votes Votes for director nominee Cynthia T. Jamison
Broker non-votes on director elections 5,169,702 shares Broker non-votes recorded for each director nominee
Say-on-pay votes for 50,144,674 votes Non-binding advisory approval of named executive officer compensation
Say-on-pay votes against 2,032,744 votes Non-binding advisory vote on executive compensation
Auditor ratification votes for 56,420,460 votes Ratification of Deloitte & Touche LLP for 2026
Auditor ratification votes against 947,410 votes Ratification of Deloitte & Touche LLP for 2026
non-binding advisory vote financial
"non-binding advisory vote to approve the compensation of the Company’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"There were 5,169,702 broker non-votes recorded for each nominee."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Inline XBRL technical
"the cover page to this on is formatted in Inline XBRL."
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
false000115844900011584492026-05-202026-05-20

 

 

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 20, 2026

 

 

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)

(IRS Employer
Identification No.)

 

 

 

 

 

4200 Six Forks Road

 

Raleigh, North Carolina

 

27609

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (540) 362-4911

 

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, $0.0001 par value

 

AAP

 

New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

 

The 2026 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the “Company”) was held on Wednesday, May 20, 2026. The following matters were submitted to a vote by the stockholders: (1) election of 10 nominees to serve as members of the Board of Directors until the 2027 Annual Meeting of Stockholders, (2) non-binding advisory vote to approve the compensation of the Company’s named executive officers, and (3) ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2026.

 

All nominees were elected to the Board of Directors with the following vote counts:

 

 

 

FOR

 

AGAINST

 

ABSTAIN

Carla J. Bailo

 

51,110,772

 

1,131,507

 

18,681

John F. Ferraro

 

51,749,350

 

492,651

 

18,959

Joan M. Hilson

 

51,841,525

 

391,429

 

28,006

Cynthia T. Jamison

 

52,071,507

 

170,571

 

18,882

Richard A. Johnson

 

51,204,355

 

1,038,936

 

17,669

Eugene I. Lee, Jr.

 

43,991,451

 

8,250,306

 

19,203

Shane M. O’Kelly

 

51,958,485

 

285,044

 

17,431

Thomas W. Seboldt

 

51,573,276

 

671,156

 

16,528

Gregory L. Smith

 

50,989,439

 

1,251,895

 

19,626

A. Brent Windom

 

50,734,063

 

1,505,063

 

21,834

 

There were 5,169,702 broker non-votes recorded for each nominee.

 

The compensation of the named executive officers was approved by the following non-binding advisory vote:

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

50,144,674

 

2,032,744

 

83,542

 

5,169,702

Stockholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2026. The vote on the proposal was as follows:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

56,420,460

 

947,410

 

62,792

 

0

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

Exhibit Description

101.1

Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL.

104.1

Cover Page Interactive Data File (embedded within the Inline XBRL document included in Exhibit 101.1).

 

 

 

 

 

 

 

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.

 

 

 

May 22, 2026

 

/s/ Ryan P. Grimsland

 

 

Ryan P. Grimsland

 

 

Executive Vice President, Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Advance Auto Parts (AAP) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing 10 directors, approving executive compensation in a non-binding advisory vote, and ratifying Deloitte & Touche LLP as independent auditor for 2026. All three proposals received sufficient support to pass.

Were all director nominees elected at Advance Auto Parts (AAP) 2026 annual meeting?

All 10 director nominees were elected, each receiving more than 50 million votes in favor. Additional broker non-votes of 5,169,702 were recorded for each nominee but did not prevent any candidate from being elected to the board.

How did Advance Auto Parts (AAP) stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of named executive officers in a non-binding advisory vote, with 50,144,674 votes for, 2,032,744 against, and 83,542 abstentions. There were also 5,169,702 broker non-votes on this say-on-pay proposal.

Did Advance Auto Parts (AAP) stockholders ratify Deloitte & Touche as auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, with 56,420,460 votes for, 947,410 against, and 62,792 abstentions. There were no broker non-votes on this proposal.

What are broker non-votes reported in Advance Auto Parts (AAP) 2026 meeting results?

Broker non-votes are shares held by brokers that did not receive voting instructions from beneficial owners on specific proposals. Advance Auto Parts reported 5,169,702 broker non-votes on the director elections and say-on-pay proposal at the 2026 annual meeting.

When was the 2026 Annual Meeting of Advance Auto Parts (AAP) held?

The 2026 Annual Meeting of Stockholders was held on May 20, 2026. At this meeting, stockholders elected directors, cast a non-binding advisory vote on executive compensation, and ratified the appointment of Deloitte & Touche LLP as the company’s independent auditor for 2026.

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