Motorcar Parts Of America Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight nominees (Selwyn Joffe, Joseph Ferguson, Dr. David Bryan, Philip Gay, Jeffrey Mirvis, Anil Shrivastava, Douglas Trussler, and Barbara Whittaker) to the Board for one-year terms.

2. 2

   Ratification of Appointment of Independent Registered Public Accountants

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending March 31, 2027.

3. 3

   Advisory Vote on Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (CD&A, Summary Compensation Table and related disclosures).

   More detail

   This non-binding advisory proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement, including the CD&A, Summary Compensation Table and related disclosures. Management frames its executive pay program as pay-for-performance with a mix of base salary, annual cash incentives tied to company financial goals (pre-tax income after adjustments, net sales, and cash from operations), and long-term equity grants (time-based RSUs and performance PSUs weighted to Relative TSR and Stock Price measures). The Compensation Committee emphasizes retention and alignment with shareholders through stock ownership guidelines, clawback policy, limits on hedging and pledging, and individual/director award limits, and notes robust shareholder engagement and a 99% prior say-on-pay approval in 2025. Because the vote is advisory, it will not directly change awards but the Board will consider the outcome when setting future compensation. A vote FOR indicates shareholder support for the current compensation philosophy and the specific target metrics and corporate governance safeguards described; a vote AGAINST signals dissatisfaction that the Board and Compensation Committee would need to address. Key contextual factors include the Company’s recent financial performance, the mix of short- and long-term incentives (including PSUs tied to Relative TSR and Stock Price), and the Company’s stated shift to company-wide metrics (One MPA) for annual cash incentives. The Board recommends FOR and underscores that it will consider shareholder feedback in future plan design and target-setting, making this advisory vote an important governance signal to management and the Compensation Committee.

4. 4

   Approval of the Second Amendment to the 2022 Incentive Award Plan

   ManagementBoard: FOR

   Approve the Second Amendment to the Motorcar Parts of America, Inc. 2022 Incentive Award Plan to increase the aggregate shares reserved for issuance and the aggregate shares available for ISOs by 1,400,000 shares (effective September 10, 2026).

   More detail

   Management seeks shareholder approval to amend the 2022 Incentive Award Plan to add 1,400,000 shares to the plan reserve and to increase the ISO sub-limit by the same amount, citing the need to preserve the Company’s ability to grant equity as a key retention and incentive tool. The Board’s justification draws on several metrics: historical share usage (average annual grants ~573,906 shares over FY2024–2026), a three-year average gross burn rate of approximately 4.05%, and a fully-diluted overhang of about 13.5% (which would rise to ~18.7% if the amendment were immediately available). The amendment is structured without an evergreen provision and includes governance protections—no discount options, no repricing without shareholder approval, dividend-equivalent restrictions on unvested awards, clawback application, individual award and director limits, and limits on cash payments—intended to mitigate dilution and preserve shareholder interests. If shareholders do not approve the amendment, the Company could exhaust available shares under the Plan, reducing flexibility to grant competitive long-term incentives and potentially impairing talent retention and alignment with shareholders. The Board balanced dilution concerns against recruitment/retention needs and concluded the increase is reasonable in light of recent equity usage and the strategic importance of equity incentives. The Plan Amendment will also satisfy Nasdaq and Section 422 Code approval requirements if ratified, and the Board emphasizes ongoing monitoring of grant practices and burn rate to manage dilution. Overall, the proposal asks shareholders to authorize a one-time increase in the plan pool to support future equity-based compensation consistent with market practice, subject to the plan’s built-in governance safeguards.

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When is the Motorcar Parts Of America Inc 2026 annual meeting?

Motorcar Parts Of America Inc (MPAA) holds its 2026 annual shareholder meeting on Thursday, September 10, 2026.

What is the record date for the Motorcar Parts Of America Inc 2026 meeting?

The record date for the Motorcar Parts Of America Inc 2026 meeting is Wednesday, July 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Motorcar Parts Of America Inc's 2026 meeting?

The board is presenting 8 director nominees at the Motorcar Parts Of America Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Motorcar Parts Of America Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Motorcar Parts Of America Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.