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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 17, 2024

Dorman Products, Inc.
(Exact name of Registrant as Specified in Charter)


Pennsylvania000-1891423-2078856
(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 ValueDORMThe Nasdaq Stock Market LLC

    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 2024 Annual Meeting of Shareholders (“Annual Meeting”) of Dorman Products, Inc. (the “Company”) was held on May 17, 2024. 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; 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, 2024.
On the record date of March 26, 2024, there were 31,025,957 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:
Nominee
Votes
 in Favor
Votes
Against		Abstain
Broker
Non-Votes
Steven L. Berman27,713,590288,60611,399723,416
Kevin M. Olsen27,759,407240,20213,986723,416
Lisa M. Bachmann26,366,5361,633,19513,864723,416
John J. Gavin26,141,4611,858,13813,996723,416
Richard T. Riley26,128,7721,870,67414,149723,416
Kelly A. Romano26,368,3731,631,35713,865723,416
G. Michael Stakias24,226,9433,772,49314,159723,416
J. Darrell Thomas26,323,1971,676,39314,005723,416
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 FavorVotes AgainstVotes AbstainedBroker Non-Votes
26,539,3101,452,69621,589723,416
3.The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified based upon the following votes:
Votes in FavorVotes AgainstVotes Abstained
27,083,0681,639,86114,082

 






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 20, 2024By:/s/ Joseph P. Braun
Name:Joseph P. Braun
Title:
Senior Vice President,
General Counsel and Secretary



v3.24.1.1.u2
Cover
May 17, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 17, 2024
Entity Registrant Name Dorman Products, Inc.
Entity Incorporation, State or Country Code PA
Entity File Number 000-18914
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
Title of 12(b) Security Common Stock, $0.01 Par Value
Trading Symbol DORM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000868780
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