OMB APPROVAL
|
OMB Number: 3235-0060
|
Expires: March 31, 2014 |
Estimated average burden
|
hours per response..............5.0 |
Delaware
|
001-16797
|
54-2049910
|
(State or other jurisdiction of
|
(Commission File Number)
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
5008 Airport Road, Roanoke, Virginia
|
24012
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Gilbert T. Ray | Chair | |
John C. Brouillard | ||
Frances X. Frei |
Carlos A. Saladrigas | Chair, Designated Financial Expert | |
John C. Brouillard | NYSE Financial Management Expertise | |
Gilbert T. Ray |
J. Paul Raines | Chair | |
John F. Bergstrom | ||
Fiona P. Dias | ||
Frances X. Frei |
William S. Oglesby | Chair | |
John F. Bergstrom | ||
Fiona P. Dias | ||
Carlos A. Saladrigas |
(a)
|
The 2011 Annual Meeting of Stockholders of the Company was held on Tuesday, May 17, 2011. The following matters were submitted to a vote by the stockholders: (1) election of nine directors to serve as members of the Board until the 2012 Annual Meeting of Stockholders, (2) non-binding advisory vote to approve the compensation of the Company’s named executive officers, (3) non-binding advisory vote on the frequency of the non-binding advisory stockholder vote on the compensation of the Company’s named executive officers; and (4) ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2011.
|
(b)
|
All nominees were elected to the Board of Directors with the following vote counts:
|
FOR
|
WITHHELD
|
||||
John F. Bergstrom | 64,912,499 | 1,810,058 | |||
John C. Brouillard | 65,970,312 | 752,245 | |||
Fiona P. Dias | 65,836,761 | 885,796 | |||
Frances X. Frei | 66,693,961 | 28,596 | |||
Darren R. Jackson | 66,696,003 | 26,554 |
William S. Oglesby | 66,698,279 | 24,278 | |||
J. Paul Raines
|
66,696,716 | 25,841 | |||
Gilbert T. Ray
|
60,273,168 | 6,449,389 | |||
Carlos A. Saladrigas
|
66,314,318 | 408,239 |
FOR
|
AGAINST
|
ABSTENTIONS
|
BROKER
NON-VOTES
|
64,830,732
|
1,854,260
|
37,565
|
6,172,827
|
1 YEAR
|
2 YEARS
|
3 YEARS
|
ABSTENTIONS
|
BROKER NON-VOTES
|
61,045,954
|
185,308
|
5,391,267
|
100,028
|
6,172,827
|
FOR
|
AGAINST
|
ABSTENTIONS
|
72,575,118
|
307,345
|
12,921
|
(d)
|
Consistent with management’s recommendation and upon consideration of the stockholder non-binding advisory vote at the Company’s 2011 Annual Meeting of Stockholders that was weighted heavily in favor of a one-year frequency for holding the non-binding advisory vote on the compensation of named executive officers as reported above, the Company has determined it will include a non-binding advisory stockholder vote on the compensation of the Company’s executive officers in its proxy materials on an annual basis until the next required vote on the frequency of stockholder votes on the compensation of named executive officers.
|
ADVANCE AUTO PARTS, INC. | ||
(Registrant) |
||
Date: May 20, 2011 | /s/ Michael A. Norona | |
|
(Signature)* |
|
Michael A. Norona | ||
Executive Vice President and Chief Financial Officer
|