UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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ADVANCE AUTO PARTS, INC.
(Name of Registrant as Specified in its Charter)
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April 30, 2015
Dear Advance Auto Parts Stockholder:
The 2015 Annual Meeting of Stockholders of Advance Auto Parts, Inc. is scheduled to be held on May 20, 2015 at 8:30 a.m. ET. The proxy statement detailing the matters to be voted upon at the Annual Meeting was previously made available to all Stockholders.
Please Vote Your AAP Shares Today!
We urge all Stockholders, regardless of the number of shares you hold, to vote today. It is important that all Stockholders have their voices heard by voting via the Internet or telephone or by returning the enclosed proxy instruction form in the pre-paid envelope provided. If you have previously voted you do not need to vote again, however, for the reasons discussed below, all Stockholders are urged to vote AGAINST Proposal No. 4. You may recast your vote by voting via telephone or internet or returning the enclosed proxy instruction form.
The Board of Directors recommends a vote FOR Proposal Nos. 1 through 3 and AGAINST Proposal No. 4. After careful consideration, your Board has determined that Proposal No. 4, the Chevedden Proposal, would not enhance stockholder value and would not be in the best interests of the Company and its stockholders.
Proposal No. 4, if passed, would enable critical corporate action to be taken in secrecy by stockholders who do not owe a fiduciary duty to any other stockholder or to the Company. Passing the Chevedden Proposal, we believe, could have the effect of marginalizing smaller stockholders by depriving them of the rights that special interest or short-term investors would be afforded under Proposal No. 4 to advance actions for written consent.
Your Board believes all stockholders should have the opportunity to deliberate and vote on pending stockholder actions, and thus, the most appropriate forum to ensure such democratic protection is at an appropriately called annual or special meeting of stockholders and not in secrecy by written consent as permitted by Proposal No. 4.
Our History of Good Governance Practices
In 2013 the Board proposed, and our stockholders adopted, amendments to our organizational documents to afford stockholders holding, continuously for one year, at least 25% (in the aggregate) of the outstanding common stock of the Company, the ability to call a special meeting of stockholders. This stockholder right provides stockholders benefits similar to action by written consent, while also preserving stockholders’ rights to both vote and deliberate on a proposed course of action.
The Company’s organizational documents, as revised in recent years to reflect best governance practices, allow our Board to be responsive to stockholder concerns, without the harms that could result from the secrecy aspects of action by written consent. These governance practices include:
• | Elimination of supermajority voting -- In 2013, the Board recommended and the stockholders approved amendments to the Company’s Certificate of Incorporation to eliminate the sixty-six and two-thirds percent (66 2/3%) supermajority voting requirement for amending, altering, repealing or contradicting certain provisions of the Certificate of Incorporation; |
• | Stockholders’ right to call a special meeting -- In 2013, the Board also recommended and the stockholders approved amendments to the Company’s Certificate of Incorporation and Bylaws to provide stockholders holding, continuously for at least one year, at least 25% of the outstanding common stock of the Company, in the aggregate, the ability to call a special meeting of stockholders; |
• | Independent Board -- Our Board is primarily comprised of independent directors, with nine out of twelve directors being independent pursuant to the listing standards of the New York Stock Exchange; |
• | Declassified Board -- The Company does not have a classified Board and instead provides for annual elections of directors; and |
• | Majority Voting of Directors -- In August 2008, upon the recommendation of the Nominating and Corporate Governance Committee, we proactively amended our organizational documents and implemented a majority vote standard for the election of directors in uncontested elections. |
Our ISS QuickScore Rating is #1
The Company’s good governance is further evidenced by its Institutional Shareholder Services Inc. QuickScore, as of April 1, 2015, of 1 for Governance on a scale of 1 to 10, with 1 being the lowest governance risk and 10 being the highest. Our Board and our Nominating and Corporate Governance Committee regularly review our corporate governance practices and emerging trends in best corporate governance practices. In addition, we have consistently reevaluated and modified our governance practices to align the interests of the Company with the interests of its stockholders. For these above reasons your Board recommends a vote AGAINST Proposal No. 4.
If you have questions or need assistance voting your shares we urge you to contact MacKenzie Partners, Inc., the Company’s proxy solicitor, toll-free at 1-800-322-2885.
On behalf of Advance Auto Parts thank you for your time and consideration.
Sincerely,
/s/ Tammy M. Finley
Tammy Moss Finley
Executive Vice President, Human Resources, General Counsel
and Corporate Secretary
Advance Auto Parts, Inc.
