MPA - Motorcar Parts of America Inc.

09/09/2024 | Press release | Distributed by Public on 09/09/2024 18:14

Proxy Results Form 8 K

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

The Annual Meeting of Shareholders of Motorcar Parts of America, Inc. (the "Company") was held on September 5, 2024 (the "Meeting").

At the Meeting, the Company's Shareholders 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, 2025; (iii) approve on a non-binding advisory basis the compensation of our named executive officers, and (iv) approve the First Amendment to the Motorcar Parts of America, Inc. 2022 Incentive Award Plan ("First Amendment").

All nominees for election to the Board of Directors of the Company, as directors, were elected to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until the earlier of such director's death, resignation or removal. The Shareholders also ratified the selection of the independent registered public accountants. The Shareholders approved on a non-binding advisory basis the compensation of our named executive officers. Moreover the Shareholders approved the First Amendment.

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
Shares Withheld
Broker Non-Votes




Selwyn Joffe
12,551,845
1,841,178
4,440
1,781,356
David Bryan
9,739,157
4,651,759
6,547
1,781,356
Joseph Ferguson
9,960,085
4,433,431
3,947
1,781,356
Philip Gay
9,944,792
4,448,724
3,947
1,781,356
F. Jack Liebau, Jr.
13,990,407
405,609
1,447
1,781,356
Jeffrey Mirvis
9,741,130
4,654,886
1,447
1,781,356
Anil Shrivastava
14,344,310
52,656
497
1,781,356
Douglas Trussler
14,341,753
54,263
1,447
1,781,356
Patricia (Tribby) Warfield
9,950,061
4,440,855
6,547
1,781,356
Barbara Whittaker
9,750,852
4,640,064
6,547
1,781,356

Proposal 2 - Ratification of Ernst & Young LLP

Shares For
Shares Against
Shares Abstaining
15,818,208
356,337
4,274

Proposal 3 - Advisory Vote on the Compensation of our Named Executive Officers

Shares For
Shares Against
Shares Abstaining
Broker Non-Votes
12,263,658
1,384,514
749,291
1,781,356

Proposal 4 - First Amendment to Motorcar Parts of America, Inc. 2022 Incentive Award Plan

Shares For
Shares Against
Shares Abstaining
Broker Non-Votes
11,899,974
2,480,629
16,860
1,781,356