MOTORCAR PARTS OF AMERICA INC
For the period ended Sep 4, 2025. Filed Jul 29, 2025.
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Sep 4, 2025 · Filed Jul 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
MOTORCAR PARTS OF AMERICA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Valued Shareholder:
Fiscal 2025 was a period of continued success for Motorcar Parts of America – reflecting increased sales, record gross profit, solid cash flow generation and further net bank debt reduction. Equally important, results demonstrate the Company’s unique position and ability to capitalize on its leadership within the non-discretionary automotive aftermarket business. Highlights for the fiscal year include:
| ✔ | Net sales increased 5.5 percent to a record $757.4 million; |
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| ✔ | Gross profit increased 16.1 percent to a record $153.8 million; |
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| ✔ | Cash generated from operating activities was $45.5 million; |
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| ✔ | Net bank debt was reduced by $32.6 million to $81.4 million; |
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| ✔ | Repurchased 542,134 shares for $4.8 million at an average price of $8.91; |
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| ✔ | Further expansion of our vendor supply financing program to support the company’s strategy for neutralization of working capital; |
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| ✔ | Continued momentum for our brake-related products, our second largest product category; |
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| ✔ | Meaningful sales growth within the Mexican market, which supports our strategic focus on funding operations in Mexico with pesos and minimizing non-cash expenses related to foreign exchange; |
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| ✔ | Continued new business and commitments for our JBT-1 bench-top testers from all the major automotive retailers in North America; |
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| ✔ | Continued traction for our heavy-duty aftermarket segment, particularly with regard to supplying alternators and starters to channel partner; |
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| ✔ | Further enhancement of our Environmental, Social and Governance practices on a global basis; and |
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| ✔ | Subsequent to fiscal year end, the company was added as a member of the broad-market Russell 3000® index. |
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As the new fiscal year evolves, our team remains focused on continuous improvement – which is particularly important given the current geopolitical challenges related to tariffs. The situation remains fluid. As I noted during our fiscal year-end conference call, we have been focused on executing strategies designed to further enhance our competitive edge long before the current events – including being less dependent on Chinese supply chains, whether components or parts. Chinese suppliers today provide less than 25 percent of our products and components. We remain optimistic about a successful resolution of global economic events related to tariffs, as well as the continued benefit of being USMCA compliant with Mexican and Canadian products being free from tariffs.
Notwithstanding these challenges, which are actively being addressed and mitigated, we remain excited by the opportunities for our non-discretionary product portfolio led by our rotating electrical 50+ year flagship category.
The company’s significant North American manufacturing footprint and favorable industry tailwinds, bode well for the company today and in the future. These tailwinds, based on recent industry report updates, include:
| ✔ | The number of vehicles on the road has climbed to 293.5 million from 289 million a year ago; |
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| ✔ | Replacement opportunities for the life of vehicles are expected to increase as consumers hold on to their cars longer, supported by higher new car prices and the impact of tariffs; |
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| ✔ | The average age of U.S. light vehicles has risen to 12.8 years from 12.6 years in 2024. |
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In closing, we are proud of our accomplishments and look forward to further milestones as the new fiscal year evolves. Most importantly, we appreciate your ongoing support and confidence in our vision.
Sincerely, Selwyn JoffeChairman, President and Chief Executive Officer
MOTORCAR PARTS OF AMERICA, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On September 4, 2025
To Our Shareholders:
We will hold our annual meeting (the “2025 Annual Meeting”) of the shareholders of Motorcar Parts of America, Inc. (the “Company”) on September 4, 2025, at 10:00 a.m. (PT) at the offices of the Company at 2929 California Street, Torrance, California 90503. As further described in the accompanying proxy statement, at this meeting we will consider and act upon:
| (1) | The election of the ten directors named in the accompanying proxy statement to our Board of Directors to serve for a term of one year or until their successors are duly elected and qualified; |
| (2) | The ratification of the appointment of Ernst & Young LLP as our independent registered public accountants for the Fiscal year ending March 31, 2026; |
| (3) | The approval, on a non-binding advisory basis, of the compensation of our named executive officers (“say on pay”); and |
| (4) | The transaction of such other business as may come properly before the meeting, or any meetings held upon adjournment or postponement of the meeting. |
Our Board of Directors (the “Board”) has fixed the close of business on July 16, 2025, as the record date for the determination of shareholders entitled to vote at the meeting or any meetings held upon adjournment or postponement of the meeting. Only record holders of our common stock at the close of business on that day will be entitled to vote. A copy of our Annual Report on Form 10-K for the year ended March 31, 2025, that we filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2025, is enclosed with this notice, but are not part of the proxy soliciting material.
We invite you to attend the meeting and vote in person. If you cannot attend, to ensure that you are represented at the meeting, please sign and return the enclosed proxy card as promptly as possible in the enclosed postage prepaid envelope. If you attend the meeting, you may vote in person, even if you previously returned a signed proxy.
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be Held on September 4, 2025.
Our proxy statement and our Annual Report on Form 10-K for the year ended March 31, 2025, that we filed with the SEC on June 9, 2025, is available at https://materials.proxyvote.com/620071 and are first being made available on July 29, 2025.
By order of the Board of Directors
Glenn Burlingame, Secretary
Torrance, California
July 29, 2025
YOUR VOTE IS EXTREMELY IMPORTANT
In order to assure your representation at the 2025 Annual Meeting, you are requested to vote, at your earliest convenience, by any of the methods described in the accompanying proxy statement. If you decide to attend the 2025 Annual Meeting and vote in person, any previous vote by proxy will be revoked automatically and only your vote at the 2025 Annual Meeting will be counted.
YOUR vote is extremely important.
If you have questions or need assistance voting your shares, please contact:
1407 Broadway, 27 th Floor
New York, New York 10018
proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
Your vote is extremely important, no matter how many or how few shares you own. Even if you plan to attend the 2025 Annual Meeting in person, please promptly sign, date and return the enclosed proxy card in the enclosed postage-paid envelope by following the instructions provided on the enclosed proxy card to be sure that your shares are voted at the 2025 Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.