MOTORCAR PARTS OF AMERICA INC
For the period ended Sep 10, 2026. Filed Jul 29, 2026.
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Sep 10, 2026 · Filed Jul 29, 2026
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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 2026 was a period of continued success for Motorcar Parts of America.
We ended the year with significant accomplishments that set the stage for meaningful growth and profitability, both in the near and long term. The breadth of our customer base – including the “Big Three” automotive retailers, along with NAPA and the other major traditional warehouse distributors – is growing significantly and will be further enhanced by the company’s expanding position as a major supplier for brake-related products, our second mega category.
These brake product lines open large market opportunities in “wear” categories, which complement our non-discretionary mega-category position in rotating electrical replacement parts. These parts are non-discretionary and require replacement during the life of a vehicle, with brake pads and rotors requiring replacement more frequently.
We have also embarked on streamlining portions of our business, including our Canadian heavy-duty rotating electrical facilities. These factories have been moved into our existing Mexican facilities, which will add efficiencies and position that product line to be even more competitive. We have continued to enhance our Malaysian facilities for expanded new wheel hub production, new caliper production and further expansion of our new rotating electrical production.
We are successfully building our own brands, led by Quality-Built. In addition, subsequent to fiscal year-end, we acquired intellectual property for Centric and all of its sub-brands, expanding our portfolio of brake brand offerings. We believe Centric, at its peak, reached approximately $400 million in gross annualized sales. We believe this acquisition will add momentum to our already fast-growing brake business.
Highlights for the fiscal year include:
| • | Significant new business commitments, particularly in brake-related products, with expected annualized sales to exceed $900 million by the end of fiscal 2027. |
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| • | Meaningful sales growth within the Mexican market, supporting our strategic focus on funding operations in Mexico with pesos and minimizing non-cash foreign-exchange expenses. |
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| • | Continued traction in our heavy-duty aftermarket segment and the final phase of this operation’s relocation to Mexico, with opportunities to further enhance operating efficiencies and margins while leveraging the Quality-Built brand. |
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| • | Continued expansion of our new unit capabilities for rotating electrical products, brake calipers and brake boosters. |
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| • | Continued new business and commitments for our JBT-1 bench-top testers from all major automotive retailers in North America, as well as renewed interest in our OE manufacturing diagnostic machines. |
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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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| • | Subsequent to fiscal year-end, the acquisition of the intellectual and digital property associated with the Centric Parts brake brands from First Brands Group through its Chapter 11 bankruptcy process—complementing the company’s expansion of brake-related product coverage and commitment to the braking category. |
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Notwithstanding economic and global geopolitical challenges, we remain excited by the opportunities for our non-discretionary product portfolio, led by our 50-plus-year flagship rotating electrical category and rapidly growing brake product line offerings. We have numerous new business commitments phasing in throughout fiscal 2027, as I mentioned above.
Equally important, we are well-positioned to capitalize on the changing competitive landscape and exciting pending business opportunities. These accomplishments will continue to be enhanced as we leverage the company’s leadership position within the non-discretionary automotive aftermarket.
In summary, Motorcar Parts of America’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 continues to climb, reaching an estimated 294 million. |
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| • | Replacement opportunities over the life of vehicles are expected to increase as consumers keep their cars longer, supported by higher new-car prices and related economic considerations. |
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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 Joffe
Chairman, President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On September 10, 2026
To Our Shareholders:
We will hold our annual meeting (the “2026 Annual Meeting”) of the shareholders of Motorcar Parts of America, Inc. (the “Company”) on September 10, 2026, 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 eight 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, 2027; |
| (3) | The approval, on a non-binding advisory basis, of the compensation of our named executive officers (“say on pay”); |
| (4) | The approval of the Second Amendment to the Motorcar Parts of America, Inc. 2022 Incentive Award Plan (the “Second Amendment”); and |
| (5) | 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 15, 2026, 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, 2026, that we filed with the Securities and Exchange Commission (the “SEC”) on June 8, 2026, is enclosed with this notice, but is 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 2026 Annual Meeting of Shareholders to be Held on September 10, 2026.
Our proxy statement and our Annual Report on Form 10-K for the year ended March 31, 2026, that we filed with the SEC on June 8, 2026, is available at https://materials.proxyvote.com/620071 and are first being made available on July 29, 2026.
By order of the Board of Directors
Glenn Burlingame, Secretary
Torrance, California
July 29, 2026
YOUR VOTE IS EXTREMELY IMPORTANT
In order to assure your representation at the 2026 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 2026 Annual Meeting and vote in person, any previous vote by proxy will be revoked automatically and only your vote at the 2026 Annual Meeting will be counted.
YOUR vote is extremely important.
If you have questions or need assistance voting your shares, please contact:
7 Penn Plaza, Suite 503, New York, NY, 10001
Toll-Free (for Stockholders): (800) 322-2885
Call Collect (for Stockholders, Banks and Brokers): (212) 929-5500
Fax: (646) 439-9201
Email: proxy@mackenziepartners.com
New York I London I Los Angeles I Palo Alto
Your vote is extremely important, no matter how many or how few shares you own. Even if you plan to attend the 2026 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 2026 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.