Dorman Products Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$DORM
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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 16, 2025
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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.
On May 19, 2025, Dorman Products, Inc. (the "Company") appointed Gregory Bowen as its Vice President, Chief Accounting Officer and as its principal accounting officer.
Mr. Bowen, age 57, has served as the Company’s Vice President, Controller since joining in August 2020. Mr. Bowen joined the Company after serving as Senior Vice President and Chief Accounting Officer of CIRCOR International, Inc., a provider of products and services for the Industrial and Aerospace & Defense markets, since September 2019. Prior to that, Mr. Bowen served as Vice President, Corporate Controller of Dentsply Sirona Inc., a manufacturer of professional dental products and technologies, from April 2018 until January 2019, and as Assistant Corporate Controller of TE Connectivity plc, a global provider of connectivity and sensor solutions, from August 2012 until March 2018. Prior to August 2012, Mr. Bowen also held finance leadership positions with Apex Tool Group LLC, a supplier of hand tools and power tools, and Stanley Black and Decker, a supplier of tools, fasteners, and outdoor products. Mr. Bowen began his career at Ernst & Young LLP and is a Certified Public Accountant.
In connection with his appointment, Mr. Bowen (1) will receive a base salary with an annualized amount of $375,000; (2) will be eligible for an annual target cash incentive award under the Dorman Products, Inc. Amended and Restated Cash Bonus Plan in the amount of 40% of base salary; (3) will be eligible for an annual target long-term equity incentive award under the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan in the amount of 50% of base salary; and (4) will receive a one-time restricted stock unit award having a value of $100,000 and a grant date on or about June 2, 2025, vesting one-third on each of the first, second, and third anniversaries of the grant date.
There is no familial relationship between Mr. Bowen and any executive officer or director of the Company, and there are no arrangements or understandings between Mr. Bowen and any other persons pursuant to which he was appointed. There are no transactions in which the Company was or is to be a participant and in which Mr. Bowen had or will have a direct or indirect material interest that are required to be reported pursuant to Item 404(a) of Regulation S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Shareholders (“Annual Meeting”) of the Company was held on May 16, 2025. 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, 2025.
On the record date of March 26, 2025, there were 30,558,021 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. Berman | 27,615,790 | 741,490 | 19,975 | 847,493 | ||||||||||
| Kevin M. Olsen | 28,199,504 | 157,797 | 19,954 | 847,493 | ||||||||||
| Lisa M. Bachmann | 27,451,959 | 834,992 | 90,304 | 847,493 | ||||||||||
| John J. Gavin | 27,186,473 | 1,163,145 | 27,637 | 847,493 | ||||||||||
| Richard T. Riley | 27,235,307 | 1,114,605 | 27,343 | 847,493 | ||||||||||
| Kelly A. Romano | 27,451,816 | 833,366 | 92,073 | 847,493 | ||||||||||
| G. Michael Stakias | 26,744,336 | 1,605,555 | 27,364 | 847,493 | ||||||||||
| J. Darrell Thomas | 27,389,056 | 896,125 | 92,074 | 847,493 | ||||||||||
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 Favor | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 27,363,510 | 981,787 | 31,958 | 847,493 | ||||||||
3.The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified based upon the following votes:
| Votes in Favor | Votes Against | Votes Abstained | ||||||
| 27,816,621 | 1,399,161 | 8,966 | ||||||
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, 2025 | By: | /s/ Joseph P. Braun | |||||||||||
| Name: | Joseph P. Braun | |||||||||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||||||||