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): June 10, 2024

MOTORCAR PARTS OF AMERICA INC
(Exact name of registrant as specified in its charter)

New York
001-33861
11-2153962
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

2929 California Street, Torrance, CA

90503
(Address of principal executive offices)

(Zip Code)

(310) 212-7910
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, 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 l4a-12 under the Exchange Act (17 CFR 240.l4a-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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

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, par value $0.01 per share
MPAA
The Nasdaq Global Select Market



Item 8.01.
Other Events.

On June 10, 2024, Motorcar Parts of America, Inc. (the “Company”) announced its board of directors (the “Board”) intends to nominate F. Jack Liebau, Jr. to stand for election to the Board at the Company’s 2024 annual meeting of shareholders. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01.
Financial Statements and Exhibits.

The following exhibit is furnished with this Current Report:

(d)
Exhibits

Exhibit No.
Description


Press Release, dated June 10, 2024


104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Current Report on Form 8-K are forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will”, “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond the Company’s control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those described more fully in the section titled “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended March 31, 2023 filed with the SEC on June 14, 2023. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.


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.


MOTORCAR PARTS OF AMERICA, INC.

 
Date: June 10, 2024
/s/ Juliet Stone

Juliet Stone

General Counsel




Exhibit 99.1




NEWS RELEASE
CONTACT:
Gary S. Maier
Vice President, Corporate Communications & IR
310-972-5124

MOTORCAR PARTS OF AMERICA INTENDS TO NOMINATE JACK LIEBAU
TO STAND FOR ELECTION TO ITS BOARD

Nominee Offers Investor and Public Company Director Perspective
 and Extensive Automotive Aftermarket Experience

LOS ANGELES, CA – June 10, 2024 – Motorcar Parts of America, Inc. (Nasdaq:MPAA) today announced that its board of directors intends to nominate F. Jack Liebau, Jr. to stand for election to the company’s board at the company’s 2024 annual meeting of shareholders, in furtherance of the board’s commitment to refreshment.

Mr. Liebau is an accomplished investor and public company director. He has nearly 40 years of experience investing in public companies for leading institutional asset managers, including Primecap Management Company, The Capital Group, Davis Funds and Roundwood Asset Management, where he served as the firm’s president and chief executive officer. Mr. Liebau also has significant public company director experience. He currently serves as chairman of the board of two publicly traded automotive products companies, Myers Industries, Inc. (NYSE: MYE) and Strattec Security Corp. (Nasdaq: STRT), and previously served on the board of The Pep Boys—Manny, Moe & Jack (formerly NYSE: PBY), a nationwide auto parts retailer. Mr. Liebau has been nominated or recommended by shareholders to serve on these and other boards and possesses a valuable institutional investor perspective.

“Jack’s experience as a director of other automotive aftermarket companies will enable him to provide valuable insights as Motorcar Parts of America continues to execute its strategic growth plans,” said Selwyn H. Joffe, chairman, president and chief executive officer of Motorcar Parts of America. “Equally important, as a former portfolio manager and securities analyst, Jack has a keen understanding of the mindset of institutional investors and an appreciation for how companies can drive long-term shareholder value. We are looking forward to nominating Jack to the board and to benefiting from his expertise.”

“We appreciate the shareholder feedback we have received  with regard to identifying and evaluating potential director candidates during our refreshment process,” added Barbara L. Whittaker, independent director and chair of the board’s Nominating and Governance Committee. “This process is ongoing, and we expect to report further developments in the coming weeks and months. We continue to welcome shareholder perspectives and recommendations with respect to board composition and director candidates.”

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The board will disclose its full slate of directors in its proxy statement for the 2024 Annual Meeting of Shareholders. The board does not anticipate an increase in the size of the board.

“I look forward to serving and helping to build long-term shareholder value,” said Jack Liebau. “With its leading market position, scalable infrastructure, strong customer relationships and commitment to innovation, the company is well positioned to deliver sustainable and profitable growth. I will be a strong voice for shareholder interests in the boardroom as the leadership team works to capitalize on the company’s many advantages and deliver long-term shareholder value.”

About F. Jack Liebau, Jr.

Mr. Liebau is an experienced public company investor and director. He currently serves as Managing Director of Beach Investment Counsel, Inc., an investment management company, a role he has held since 2020. Previously, Mr. Liebau served as president and chief executive officer of Roundwood Asset Management, a subsidiary managing public equities for Alleghany Corporation’s (formerly NYSE: Y) insurance companies. Before that, he served as Portfolio Manager and Partner of both Davis Advisors and Primecap Management Company, both leading investment management firms. He began his investment career as a Financial Analyst at The Capital Group.

Liebau’s current and former directorships include: chairman and director of Myers Industries (NYSE: MYE), a diversified material-handling and tire supply business; chairman and director of Strattec Security Corporation (Nasdaq: STRT), a manufacturer of automotive access control products; director of BNY Mellon ETF Trust; non-executive board chair and member of Special Investigations Limited Company, a private, Virginia-based professional services company and government contractor in the information technology, cybersecurity, investigations, and intelligence sectors; director of MuxIP, a private software business serving media companies; director and CFO of the Edwin Gregson Foundation; former director of The Pep Boys—Manny, Moe & Jack (formerly NYSE: PBY), a nationwide auto parts retailer; former director of Herley Industries, Inc. (formerly Nasdaq: HRLY), a defense technology company; former director of Media General, Inc. (formerly NYSE: MEG), then-owner of newspapers and television stations; former Vice President of Andover Alumni Council and former director of Kidspace Children’s Museum.

Mr. Liebau holds an A.B. in Economics from Stanford University.

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3-3-3
About Motorcar Parts of America

Motorcar Parts of America, Inc. is a remanufacturer, manufacturer, and distributor of automotive aftermarket parts -- including alternators, starters, wheel bearings and hub assemblies, brake calipers, brake pads, brake rotors, brake master cylinders, brake power boosters, turbochargers, and diagnostic testing equipment utilized in imported and domestic passenger vehicles, light trucks, and heavy-duty applications. Its products are sold to automotive retail outlets and the professional repair market throughout the United States, Canada, and Mexico, with facilities located in California, New York, Mexico, Malaysia, China and India, and administrative offices located in California, Tennessee, Mexico, Singapore, Malaysia, and Canada. In addition, the company’s electrical vehicle subsidiary designs and manufactures testing solutions for performance, endurance, and production of multiple components in the electric power train – providing simulation, emulation, and production applications for the electrification of both automotive and aerospace industries, including electric vehicle charging systems. Additional information is available at www.motorcarparts.com.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The statements contained in this press release that are not historical facts are forward-looking statements based on the company’s current expectations and beliefs concerning future developments and their potential effects on the company. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the company) and are subject to change based upon various factors. Reference is also made to the Risk Factors set forth in the company’s Form 10-K Annual Report filed with the Securities and Exchange Commission (SEC) in June 2023 and in its Forms 10-Q filed with the SEC for additional risks and uncertainties facing the company. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

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Document and Entity Information
Jun. 10, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Jun. 10, 2024
Entity File Number 001-33861
Entity Registrant Name MOTORCAR PARTS OF AMERICA INC
Entity Central Index Key 0000918251
Entity Incorporation, State or Country Code NY
Entity Tax Identification Number 11-2153962
Entity Address, Address Line One 2929 California Street
Entity Address, City or Town Torrance
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90503
City Area Code 310
Local Phone Number 212-7910
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Trading Symbol MPAA
Security Exchange Name NASDAQ
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