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 16, 2014
Dorman Products, Inc.
(Exact name of Registrant as Specified in Charter)
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Pennsylvania
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000-18914
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23-2078856
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3400 East Walnut Street, Colmar, Pennsylvania 18915
(Address of Principal Executive Offices)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
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On May 16, 2014, at the Company’s 2014 Annual Meeting of
Shareholders, the shareholders of Dorman Products, Inc. (the “Company”) approved the materials terms of performance goals that may apply to awards under the Company’s Executive Cash Bonus Plan and the Company’s 2008 Stock Option
and Stock Incentive Plan. The terms approved update the performance goals previously contained in the Company’s Executive Cash Bonus Plan and the Company’s 2008 Stock Option and Stock Incentive Plan. The approval of the material terms of
the performance goals was submitted for shareholder approval in order to enable the Company to continue to have shareholder-approved arrangements under which certain compensation awarded to executives may qualify as performance-based compensation
for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. Approval of the material terms of the performance goals under the Company’s Executive Cash Bonus Plan and the Company’s 2008 Stock Option and Stock
Incentive Plan also constituted approval of amendments providing for these updated performance goals to each of the Company’s Executive Cash Bonus Plan and the Company’s 2008 Stock Option and Stock Incentive Plan.
For a description of the material terms of the performance goals that may apply to awards under the Company’s Executive Cash Bonus Plan
and the Company’s 2008 Stock Option and Stock Incentive Plan, see the summary thereof under Proposal III in the proxy statement for the Company’s 2014 Annual Meeting of Shareholders, which description is incorporated herein by reference,
and the text of the amendments to each of the Company’s Executive Cash Bonus Plan and the Company’s 2008 Stock Option and Stock Incentive Plan filed herewith as Exhibits 10.1 and 10.2.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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The Company’s 2014
Annual Meeting of Shareholders was held on May 16, 2014. During this Annual Meeting, shareholders were asked to consider and vote upon four proposals: (1) to elect six of the Company’s six nominees as directors, each to serve for a
term of one year to expire at the next annual meeting of shareholders and until his successor has been elected and qualified or until his earlier death, resignation or removal, (2) an advisory vote on executive compensation, (3) approval
of the material terms of the performance goals under the Company’s Executive Cash Bonus Plan and the Company’s 2008 Stock Option and Stock Incentive Plan, and (4) an advisory vote to ratify KPMG LLP as the Company’s independent
registered public accounting firm for the 2014 fiscal year.
On the record date of March 21, 2014, there were 36,514,450 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:
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1.
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The following nominees were elected to serve as directors for a term of one year to expire at the next annual meeting of shareholders and until his successor has been elected and qualified or until his earlier death,
resignation or removal based upon the following votes:
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Name
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For
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Withhold Authority
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Steven L. Berman
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31,939,747
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1,080,893
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Robert M. Lynch
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31,756,418
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1,264,222
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Paul R. Lederer
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31,252,552
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1,768,088
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Edgar W. Levin
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30,924,997
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2,095,643
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Richard T. Riley
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31,761,418
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1,259,222
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Mathias J. Barton
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31,904,970
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1,115,670
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Broker Non-Votes for the election of directors totaled 2,582,229.
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2.
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The executive compensation of the Company’s executive officers, as described in the proxy statement, was approved on an advisory basis based upon the following votes:
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Votes in Favor
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Votes Against
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Abstain
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Broker Non-Vote
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31,609,189
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1,275,264
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135,987
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2,582,229
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3.
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The material terms of the performance goals under the Company’s Executive Cash Bonus Plan and the Company’s 2008 Stock Option and Stock Incentive Plan was approved based upon the following votes:
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Votes in Favor
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Votes Against
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Abstain
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Broker Non-Vote
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32,689,843
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193,191
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137,606
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2,582,229
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4.
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KPMG LLP was ratified as the Company’s independent registered public accounting firm for the 2014 fiscal year based upon the following votes:
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Votes in Favor
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Votes Against
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Abstain
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33,617,914
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1,848,165
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136,790
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Item 8.01.
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Other Events
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On May 20, 2014, the Company announced that its Board of
Directors has approved an expansion and extension to the Company’s on-going share repurchase program. Under this expansion, the Board of Directors has authorized an increase to the share repurchase program from $10 million to $30 million. As of
May 16, 2014, the Company has purchased 22,600 shares at a total cost of $1.24 million. In connection with the expansion, the Board of Directors has extended the expiration date of the share repurchase program from year-end 2014 to May 31,
2015. Under this program, share repurchases may be made from time to time depending on market conditions, share price and availability and other factors at the Company’s discretion.
The Company’s repurchase of shares will take place in open market transactions in accordance with applicable securities and other laws,
including the Securities Exchange Act of 1934. The Company intends to finance the purchase using its available cash and cash equivalents. The Board may modify, suspend, extend or terminate the repurchase program at any time.
This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including forward-looking statements regarding the repurchase program. These statements are neither promises or guarantees and involve risks and uncertainties that could cause actual results to differ materially from
those stated or implied by the forward-looking statements, including, without limitation, risks relating to the Company’s ability to implement and make appropriate, timely and beneficial decisions as to when, how and if to purchase shares under
the repurchase program; and other risks described in the Company’s filings with the SEC.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit
Number
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Description
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10.1
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Amendment No. 1 to the Dorman Products, Inc. Executive Cash Bonus Plan
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10.2
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Amendment No. 2 to the Dorman Products, Inc. 2008 Stock Option Plan and Stock Incentive Plan
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99.1
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Press Release dated May 20, 2014
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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.
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DORMAN PRODUCTS, INC.
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Date:
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May 20, 2014
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By:
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/s/ Matthew Kohnke
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Name:
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Matthew Kohnke
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Title:
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Chief Financial Officer
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Exhibit Index
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Exhibit
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Description
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10.1
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Amendment No. 1 to the Dorman Products, Inc. Executive Cash Bonus Plan
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10.2
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Amendment No. 2 to the Dorman Products, Inc. 2008 Stock Option Plan and Stock Incentive Plan
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99.1
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Press Release dated May 20, 2014
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Exhibit 10.1
AMENDMENT NO. 1 TO THE
DORMAN PRODUCTS, INC. EXECUTIVE CASH BONUS PLAN
THIS AMENDMENT NO. 1 TO THE DORMAN PRODUCTS, INC. EXECUTIVE CASH BONUS PLAN has been adopted by the Board of Directors (the “Board’)
of Dorman Products, Inc., a Pennsylvania corporation (the “Company”), subject to approval of the Company’s shareholders.
WHEREAS, the Company’s Executive Cash Bonus Plan (the “Plan”) was adopted by the Board of Directors of the Company and
subsequently approved by the shareholders of the Company at the 2010 Annual Meeting of Shareholders;
WHEREAS, pursuant to Section 9
of the Plan, the Board has approved the amendment set forth below.
NOW, THEREFORE, the Plan is hereby amended, subject to approval of the
Company’s shareholders, as follows:
1.
Amendment
. The Plan is hereby amended by replacing the first paragraph under the
heading Performance Measurement under Section 3 with the following:
“Performance measures to be used by the Committee shall be chosen from
among the following factors, or any combination of the following, as the Committee deems appropriate: (a) total shareholder return; (b) growth in revenues, sales, market share, gross income, net income, pre-tax income, pre-tax pre-bonus
income, stock price, and/or earnings per share; (c) return on assets, net assets, and/or capital; (d) working capital, free cash flow and/or after tax cash flow; (e) return on shareholders’ equity; (f) economic or
shareholder value added; (g) acquisition of assets, acquisition of companies, creation of new joint ventures; (h) growth in new products; or (i) lower product acquisition costs and/or improvements in costs and/or expenses. The
Committee may select among the performance measures specified above from Plan Year to Plan Year which need not be the same for each Participant in a given year.
Such performance measures may incorporate, if and only to the extent permitted under Code Section 162(m), provisions so as to eliminate the effects of
(a) non-recurring items generally excluded from earnings per share and earnings before interest, taxes and depreciation and by institutional investors or analysts when evaluating the Company’s performance, such as one-time gains from asset
sales, dispute or litigation charges or recoveries, impairment charges, acts of God, and restructuring charges, but including normal provisions for slow moving and obsolete inventory and accounts receivable, (b) any acquisitions, divestitures,
discontinuance of business operations, or restructuring, (c) the cumulative effect of any accounting changes, and (d) any “extraordinary items” as determined under generally accepted accounting principles.”
2.
No Other Changes
. Except as set forth herein, all other terms and provisions of the Plan remain in full force and effect.
Exhibit 10.2
AMENDMENT NO. 2 TO THE DORMAN PRODUCTS, INC.
2008 STOCK OPTION PLAN AND STOCK INCENTIVE PLAN
THIS AMENDMENT NO. 2 TO THE DORMAN PRODUCTS, INC. 2008 STOCK OPTION AND STOCK INCENTIVE PLAN has been adopted by the Board of Directors (the
“Board”) of Dorman Products, Inc., a Pennsylvania corporation (the “Company”), subject to approval of the Company’s shareholders.
WHEREAS, the Company’s 2008 Stock Option and Stock Incentive Plan (the “Plan”) was adopted by the Board of Directors of the
Company and subsequently approved by the shareholders of the Company at the 2009 Annual Meeting of Shareholders;
WHEREAS, pursuant to
Section 7 of the Plan, the Board has approved the amendment set forth below.
NOW, THEREFORE, the Plan is hereby amended, subject to
approval of the Company’s shareholders, as follows:
1.
Amendment
. The Plan is hereby amended by replacing the definition of
“Performance Standards” in Section 6(a) of the Plan with the following:
“Performance Standards means one or more of the following
factors, or any combination of the following, as the Committee deems appropriate: (a) total shareholder return; (b) growth in revenues, sales, market share, gross income, net income, pre-tax income, pre-tax pre-bonus income, stock price,
and/or earnings per share; (c) return on assets, net assets, and/or capital; (d) working capital, free cash flow and/or after tax cash flow; (e) return on shareholders’ equity; (f) economic or shareholder value added;
(g) acquisition of assets, acquisition of companies, creation of new joint ventures; (h) growth in new products; or (i) lower product acquisition costs and/or improvements in costs and/or expenses. The Committee may select among the
performance measures specified above from year to year which need not be the same for each participant in a given year.
Such Performance Standards may
incorporate, if and only to the extent permitted under Code Section 162(m), provisions so as to eliminate the effects of (a) non-recurring items generally excluded from earnings per share and earnings before interest, taxes and
depreciation and by institutional investors or analysts when evaluating the Company’s performance, such as one-time gains from asset sales, dispute or litigation charges or recoveries, impairment charges, acts of God, and restructuring charges,
but including normal provisions for slow moving and obsolete inventory and accounts receivable, (b) any acquisitions, divestitures, discontinuance of business operations, or restructuring, (c) the cumulative effect of any accounting
changes, and (d) any “extraordinary items” as determined under generally accepted accounting principles.”
2.
No
Other Changes
. Except as set forth herein, all other terms and provisions of the Plan remain in full force and effect.
Exhibit 99.1
NEWS RELEASE
Contact:
Matthew Kohnke, CFO,
mkohnke@dormanproducts.com
, (215) 997-1800. Visit our
website at
www.dormanproducts.com
Dorman Products, Inc. Announces
Expansion and Extension of Stock Repurchase Program
For Further Information Contact:
COLMAR, PENNSYLVANIA
Colmar, Pennsylvania (May 20, 2014) – Dorman Products, Inc. (NASDAQ:DORM) (the “Company”) today
announced that its Board of Directors has approved an expansion and extension to the Company’s on-going share repurchase program. Under this expansion, the Board of Directors has authorized an increase to the share repurchase program from $10
million to $30 million. As of May 16, 2014, the Company has purchased 22,600 shares at a total cost of $1.24 million. In connection with the expansion, the Board of Directors has extended the expiration date of the share repurchase program from
year-end 2014 to May 31, 2015. Under this program, share repurchases may be made from time to time depending on market conditions, share price and availability and other factors at the Company’s discretion.
The Company’s repurchase of shares will take place in open market transactions in accordance with applicable securities and other laws,
including the Securities Exchange Act of 1934. The Company intends to finance the purchase using its available cash and cash equivalents. The Board may modify, suspend, extend or terminate the repurchase program at any time.
Dorman Products, Inc. is a leading supplier of Dealer “Exclusive” automotive replacement parts, automotive hardware, brake products,
and household hardware to the Automotive Aftermarket and Mass Merchandise markets. Dorman products are marketed under the Dorman® OE Solutions™, HELP!®, AutoGrade™, First Stop™,
Conduct-Tite®,
TECHoice™, Dorman® Hybrid Drive Batteries and Dorman HD Solutions™ brand names.
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
including forward-looking statements regarding the repurchase program. These statements are neither promises or guarantees and involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by the
forward-looking statements, including, without limitation, risks relating to the Company’s ability to implement and make appropriate, timely and beneficial decisions as to when, how and if to purchase shares under the repurchase program; and
other risks described in the Company’s filings with the SEC.