Dorman Products Inc

For the period ended May 17, 2024. Filed Apr 8, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 17, 2024 · Filed Apr 8, 2024

DORM$136.70-2.0%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Statement Summary

About Dorman

We are one of the leading suppliers of replacement and upgrade parts and accessories in the motor vehicle aftermarket industry, serving passenger cars, light-, medium-, and heavy-duty trucks as well as all-terrain and utility terrain vehicles (ATVs and UTVs). Our products are sold under our various brand names, under our customers’ private label brands or in bulk. We are one of the leading aftermarket suppliers of parts that were traditionally available to consumers only from original equipment manufacturers or salvage yards. These parts include, among other parts, leaf springs, intake manifolds, exhaust manifolds, window regulators, radiator fan assemblies, tire pressure monitor sensors, exhaust gas recirculation (EGR) coolers, UTV windshields, and complex electronics modules.

Annual Meeting of Shareholders

	Date and Time:			May 17, 2024 at 8:30 a.m. (Eastern Daylight Time)
	Meeting Access:			Live Webcast: www.virtualshareholdermeeting.com/DORM2024
	Record Date:			March 26, 2024
	Voting:			Shareholders have one vote per share on all matters presented at the annual meeting

Note: This year's annual meeting will be a virtual meeting conducted via live webcast. You will be able to attend the annual meeting, vote your shares electronically and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/DORM2024. The annual meeting format will be a live audio webcast where you can view the meeting agenda and other materials made available online. You will not be able to attend the annual meeting in person. Additional information regarding attending the annual meeting, voting your shares and submitting questions can be found in the proxy statement.

Voting Matters and the Board’s Recommendation

Agenda Item	Page Reference	Board Vote Recommendation
Proposal I: Election of eight directors	4	FOR each Director Nominee
Proposal II: Advisory approval of the compensation of our named executive officers	24	FOR
Proposal III: Ratification of KPMG LLP (“KPMG”) as Dorman’s independent registered public accounting firm for fiscal 2024	25	FOR

In addition to these matters, shareholders may be asked to vote on such other business as may properly come before the annual meeting.

Proposal I: Election of Directors

Shareholders are being asked to elect eight director candidates nominated by the Board of Directors of Dorman (the “Board of Directors” or “Board”). Below is information regarding the nominees and their background and experience in support of the Board’s recommendation that shareholders vote “For” each of the nominees.

Director Nominees

· Name · · · Age · · · Director Since · · · Occupation · · · Independent · · · Committee Memberships ·
· Audit · · · Compensation · · · Corporate Governance and Nominating ·
	Steven L. Berman	64	1978	Non-Executive Chairman	No
	Kevin M. Olsen	52	2019	President and Chief Executive Officer	No
	Lisa M. Bachmann	62	2020	Former Executive Vice President, Chief Merchandising Officer and Operating Officer of Big Lots, Inc.	Yes
	John J. Gavin	67	2016	Chairman of GMS Inc.	Yes
	Richard T. Riley*	68	2010	Former Executive Chairman of LoJack Corporation	Yes
	Kelly A. Romano	62	2017	Founder and Chief Executive Officer of BlueRipple Capital, LLC	Yes
	G. Michael Stakias	74	2015	President and Chief Executive Officer of Liberty Partners	Yes
	J. Darrell Thomas	63	2021	Former Vice President and Treasurer of Harley-Davidson, Inc.	Yes

				Chair						Member
	*			Lead Director			†			Audit Committee Financial Expert

Experience, Expertise and Diversity

Leadership8 director nominees	Mergers & Acquisitions8 director nominees	Current/Former CEO6 director nominees
Financial Matters8 director nominees	Diversity50% of independent director nominees are racially or gender diverse	Corporate Governance 4 director nominees
Operational 8 director nominees	International Experience 8 director nominees	Independence 6 director nominees
Industry 3 director nominees	Risk Management 8 director nominees	Average Tenure of Independent Director Nominees Approximately 7 years

2 | 2024 Proxy Statement

Proposal II: Advisory Approval of the Compensation of our Named Executive Officers

Our executive compensation program is designed to promote the successful implementation of our annual strategic plan as approved by the Board as well as long-term growth and profitability of the Company, which is intended to enhance shareholder value. Below is information to support the Board’s recommendation that shareholders approve on an advisory basis the compensation of the Company’s named executive officers for 2023.

Executive Compensation Highlights

Our executive compensation program is designed to help ensure that pay is aligned with our business objectives and the interests of our shareholders. Below are some of the key highlights of our executive compensation program.

✔	A majority of fiscal 2023 target compensation for named executive officers was variable and performance-based	✔	Robust stock ownership guidelines for executive officers
✔	Grants of performance-based restricted stock units that vest based on total shareholder return as compared to companies comprising the S&P Mid-Cap 400 Growth Index	✔	Clawback policies for executive officers covering both cash and equity incentive compensation
✔	Mix of diversified short- and long-term performance metrics to incentivize and reward the achievement of strategic objectives	✔	No tax gross-up provided under our Executive Severance Plan
✔	Caps on annual and certain long-term incentive programs	✔	No excessive perquisites for any of our executive officers
✔	Anti-hedging and anti-pledging policies applicable to executive officers and directors

2023 Financial and Operational Highlights

■	Net sales increased to $1,929.8 million in fiscal 2023 from $1,733.7 million in fiscal 2022	■	Repaid $159.1 million of indebtedness in fiscal 2023
■	Generated cash flows from operations of $208.8 million in fiscal 2023	■	Reorganized management and reporting under three reporting segments – Light Duty, Heavy Duty and Specialty Vehicle – enhancing transparency and supporting the continued growth of the Company
■	Diluted earnings per share of $4.10 in fiscal 2023, a 6% increase over the prior year	■	Successfully integrated the SuperATV business, accelerating the Company’s specialty vehicle growth strategy

For additional information, see “Executive Compensation: Compensation Discussion and Analysis.”

Proposal III: Ratification of KMPG as our Independent Registered Public Accounting Firm for Fiscal 2024

KPMG was our independent registered public accounting firm for the fiscal year ended December 31, 2023. The Board recommends that shareholders ratify, on an advisory basis, the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.