ADVANCE AUTO PARTS INC
For the period ended Apr 1, 2026. Filed Apr 1, 2026.
View on SEC.govAbout 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.
Apr 1, 2026 · Filed Apr 1, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrantý
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(5)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
ADVANCE AUTO PARTS, 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):
| ý | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
ADVANCE AUTO PARTS, INC.
4200 SIX FORKS ROAD
RALEIGH, NORTH CAROLINA 27609
Notice of 2026 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the "Company")
Logistics
| DATE AND TIME | PLACE | RECORD DATE |
|---|---|---|
| Wednesday, May 20, 2026 | www.virtualshareholdermeeting.com/ | Holders of record of our common stock at |
| at 8:30 a.m. Eastern Time | AAP2026. There will be no physical location | the close of business on March 25, 2026, are |
| for this year's meeting. | entitled to vote at our Annual Meeting. |
Voting Items
| Recommendation | |
| 1Election of the ten nominees named in the Proxy Statement to the Board of Directors to serve until the 2027 annual meeting of stockholders | FOReach director nominee |
|---|---|
| 2Advisory vote to approve the compensation of the Company’s named executive officers | FOR |
| 3Ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 | FOR |
| 4Action upon such other matters, if any, as may properly come before the meeting | |
Advance Voting Methods
(Your vote must be received by 11:59 p.m. (EDT) on May 19, 2026, the day before the Annual Meeting)
| INTERNETwww.proxyvote.com | TOLL FREE TELEPHONE1-800-690-6903 | MAILComplete and sign your proxy card |
We invite you to join our Annual Meeting and vote. We urge you, after reading the attached proxy statement (the "Proxy Statement"), to vote your proxy by Internet or telephone by following the instructions on the form of proxy or by signing and returning the enclosed proxy card in the enclosed postage prepaid envelope as promptly as possible. You may vote live at the virtual meeting even if you previously voted by proxy. If you have a disability, we can provide reasonable assistance to help you participate in the meeting upon request.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held May 20, 2026:
The Notice of 2026 Annual Stockholders' Meeting and Proxy Statement and the 2025 Annual Report on Form 10-K,
are available atwww.proxyvote.com.
The Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about April 1, 2026.
By order of the Board of Directors,
Jeffrey R. Vining
Raleigh, North Carolina
April 1, 2026
Proxy Statement Summary
Voting Roadmap
| Proposal 1 | Board Recommendation |
|---|---|
| Election of the ten nominees named in the Proxy Statement to the Board of Directors ("Board") to serve until the 2027 annual meeting of stockholders | The Board recommends a voteFOR each director nomineeSee page 1 |
Director Nominees
| Name and Age | Director Since | Occupation | Current Committees | Other Current Public Company Boards | |
| Carla J. Bailo, 65Independent | 2020 | President and Chief Executive Officer, ECOS Consulting, LLC | Nominating & Corporate Governance (Chair)Audit | Vesuvius plc | |
| John F. Ferraro, 70Independent | 2015 | Former Global Chief Operating Officer, Ernst & Young | Audit (Chair) | International Flavors & Fragrances Inc.ManpowerGroup, Inc. | |
| Joan M. Hilson, 66Independent | 2022 | Chief Operating & Financial Officer, Signet Jewelers Ltd. | Finance (Chair)Audit | ||
| Cynthia T. Jamison, 66 Independent | 2026 | Chair of the Board, Darden Restaurants, Inc. | International Flavors & Fragrances Inc. | ||
| Richard A. Johnson, 68 Independent | 2026 | Former President and Chief Executive Officer of Foot Locker, Inc. | Nominating & Corporate GovernanceCompensation | ||
| Eugene I. Lee, Jr., 64Independent Chair of the Board | 2015 | Former Chairman and Chief Executive Officer, Darden Restaurants, Inc. | Portillo's (Chair) | ||
| Shane M. O'Kelly, 57President and Chief Executive Officer | 2023 | President and Chief Executive Officer, Advance Auto Parts, Inc. | Stanley Black & Decker, Inc. | ||
| Thomas W. Seboldt, 59Independent | 2024 | President, Seboldt Consulting Services LLC | Nominating & Corporate Governance | ||
| Gregory L. Smith, 62Independent | 2024 | Chief Supply Chain Officer, Walgreen Co. | Compensation (Chair)Finance | ||
| A. Brent Windom, 65Independent | 2024 | President, Windom Consulting LLC | Compensation Finance | ||
i
Director Skills
| Ferraro | Lee | Bailo | Hilson | O'Kelly | Seboldt | Smith | Windom | Johnson | Jamison | |
| Automotive/Industry Experience | ||||||||||
| Consumer Marketing/Sales/Digital (B2C) | ||||||||||
| Corporate Governance | ||||||||||
| Current/Former CEO | ||||||||||
| Finance/Accounting/Financial Reporting | ||||||||||
| Global/International | ||||||||||
| Human Resources/Compensation | ||||||||||
| Information Technology/Ecommerce | ||||||||||
| Legal/Regulatory/Public Policy | ||||||||||
| Merchandising/Procurement | ||||||||||
| Mergers/Acquisitions | ||||||||||
| Professional Marketing/Sales (B2B) | ||||||||||
| Public Company Board Experience | ||||||||||
| Real Estate | ||||||||||
| Retail/Multi-Unit Operations | ||||||||||
| Risk Management | ||||||||||
| Strategic Planning/Oversight | ||||||||||
| Supply Chain/Manufacturing | ||||||||||
Stockholder Engagement
We value dialogue with our stockholders and regularly conduct stockholder governance outreach in addition to recurring outreach regarding quarterly results and company performance. Feedback from stockholders is shared with the Board and applicable Committees periodically. Governance outreach discussions with our stockholders are primarily focused on corporate governance, executive compensation and certain business sustainability matters. In addition to our governance outreach and regularly quarterly outreach, we also meet with existing and potential investors to discuss the company's operations and strategy. For further information on our stockholder engagement during 2025, please see "--Compensation Discussion and Analysis."
ii
Corporate Governance Highlights
| Annual election of all directors | Strong Guidelines on Significant Governance Issues |
| Directors elected by majority voting | Annual evaluation of the Board, Committees and individual directors |
| Independent Chair of the Board | Board policy on CEO succession planning |
| Approximately 90% of our director nominees are independent | Policies prohibiting hedging and (unless certain stringent requirements are met) prohibiting pledging for all employees and directors |
| All NYSE required Board committees consist solely of independent directors | Robust stock ownership guidelines for directors and Executive Officers |
| Regular executive sessions of independent directors | Direct oversight by the Nominating and Corporate Governance Committee of sustainability matters |
| Proxy Access right for up to 20 person groups of stockholders owning 3% of our stock for 3 years to nominate up to 20% of our Board | Average tenure of 4.0 years for our director nominees |
| Right for stockholders of 10% or more of the Company's stock to call a special meeting |
| Proposal 2 | Board Recommendation |
|---|---|
| Advisory vote to approve the compensation of the Company’s named executive officers | The Board recommends a vote FOR this ProposalSee page 15 |
Executive Compensation Highlights
Our compensation programs continue to center on a pay for performance philosophy. Compensation actions in 2025 were directly aligned with this philosophy to ensure our leadership’s interests are aligned with those of our stockholders. Notably for 2025, our named executive officers did not receive any payout for long-term incentive awards for the third consecutive year. The following table summarizes the compensation elements provided for our Named Executive Officers ("NEOs") in 2025:
| Element | Purpose | Metrics |
|---|---|---|
| Base Salary | Fixed annual cash compensation to attract and retain executives | Established after review of base salaries of executives of companies in our peer group and the performance of each executive officer |
| Short-Term Incentive ("STI") | Performance-based, variable pay that delivers cash incentives when executives meet or exceed key financial and operating targets | •45% Enterprise Adjusted Operating Income•45% Enterprise Comparable Store Sales(1)•10% Individual Performance Metrics |
| Long-Term Incentive ("LTI") | Performance- and service-based equity compensation to reward executives for a balanced combination of meeting or exceeding key financial and operating targets and creating long-term shareholder value | 50% Performance-based Restricted Stock Units ("PSUs")50% Time-based Restricted Stock Units ("RSUs") |
(1) Enterprise Comparable Stores Sales represents revenue generated by stores, branches and e-commerce in 2025 relative to the revenue generated by stores, branches and e-commerce in 2024, including locations open for 13 complete accounting periods and excluding sales to independently owned Carquest locations.
iii
2025 Performance Plan Payouts
| 2025 Short-Term Incentive Plan Payout | |
|---|---|
| Threshold · Low Range · Target · Exceeding · High Range · Maximum | |
| Enterprise Operating Income | 102.38% |
| Enterprise Comparable Store Sales | 92.00% |
| Individual Performance Metrics(1) | 100.00% |
| Aggregate STI Payout: | 97.47% |
(1) Did not apply to Mr. O'Kelly during 2025. Mr. O'Kelly's payout was determined solely by reference to the financial objectives and was 97.19%.
| 2023-2025 Long-Term Incentive Plan Payout | |
|---|---|
| Threshold · Target · Maximum | |
| Relative Total Shareholder Return | 0% |
For additional information about 2025 results achieved and corresponding plan payouts, please see the discussion beginning on page 16 in Compensation Discussion & Analysis ("CD&A").
Strong Compensation Governance
| STOCKHOLDER FRIENDLY PRACTICES WE EMPLOY | STOCKHOLDER UNFRIENDLY PRACTICES WE AVOID | ||
|---|---|---|---|
| Pay for Performance with rigorous objective financial and operational metrics that are closely tied to our success and delivery of stockholder value | Dividends on unearned annual performance-based equity awards | ||
| Incentive Compensation Clawback Policy | Repricing or exchange of underwater stock options | ||
| “Double Trigger” vesting | Excise tax gross ups for Change in Control payments | ||
| Robust Stock Ownership Guidelines | Hedging | ||
| Independence requirements for our Compensation Consultant | Pledging unless certain stringent requirements are met |
For a detailed discussion of our executive compensation program, please see CD&A beginning on page 16.
| Proposal 3 | Board Recommendation |
|---|---|
| Ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 | The Board recommends a vote FOR this ProposalSee page 46 |
iv
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.