Independent
Tenure on this board
5.9 yrs
1 nominee · 5 ballot items.
Election of one Class II director; ratification of RSM US LLP as independent auditors for fiscal 2026; approval and adoption of the 2026 Stock Incentive Plan; approval of an amendment to the Certificate of Incorporation to authorize a reverse stock split at a ratio between 1-for-5 and 1-for-20 and empower the Board to implement it; advisory (non-binding) approval of executive compensation (Say-on-Pay); and approval to adjourn the Annual Meeting if necessary to solicit additional proxies.
Election of one Class II director (Nanxi Liu) to a three-year term expiring in 2029.
Ratify the Audit Committee’s appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Approve a new 2026 Stock Incentive Plan authorizing 4,700,000 new shares plus remaining shares from the 2016 Plan to continue equity-based compensation grants.
The proposal seeks shareholder approval to adopt the CarParts.com, Inc. 2026 Stock Incentive Plan which would authorize up to 4,700,000 new shares, plus remaining available shares under the 2016 Plan, to be used for options, restricted stock, RSUs, performance shares, SARs and other stock-based awards for employees, officers, consultants and non-employee directors. Management is requesting replenishment because the 2016 Plan has limited shares remaining and the company believes continued equity grants are essential to attract, retain and motivate talent and align management with stockholder interests. The plan includes governance-focused terms: administration by an independent Compensation Committee; a one-year minimum vesting requirement with limited exceptions; a prohibition on repricing underwater options without shareholder approval; no evergreen increase; 1:1 share counting for full-value and option awards; limits on annual awards per participant; an explicit prohibition on dividend equivalents on unvested awards; and Section 409A compliance. The Compensation Committee considered historical burn rates (3-5% annually with a three-year average of 4%), current outstanding awards and need for 1-3 years of run-rate grants. The plan would permit substitution/adjustments in corporate transactions and contains standard anti-dilution adjustments; however it does not permit “liberal recycling” of shares. If approved, no further awards will be made under the 2016 Plan. Management recommends a “FOR” vote, arguing that without the 2026 Plan the company would likely need to curtail equity grants, which could harm recruiting and retention and impair alignment with stockholders. The Committee also included annual per-person limits: 500,000 shares for employees and a $500,000 aggregate value limit for non-employee directors (with exception for non-executive chair). The plan’s structural protections reduce common governance concerns but approval will increase potential dilution (estimated voting power dilution up to 16% assuming all available shares and outstanding awards) and expand the pool of available authorized-but-unissued shares, which could be used by the Board in the future absent further shareholder approval. The Board’s recommendation for approval is based on competitive market practices, retention needs, and a desire to preserve executive and employee incentive alignment with long-term shareholder value.
Approve an amendment to the Certificate of Incorporation to permit a reverse stock split of common stock at a ratio between one-for-five (1:5) and one-for-twenty (1:20), with the Board authorized to set the final ratio and effect the split.
This management proposal asks shareholders to authorize a reverse stock split of the company’s common stock at a ratio between 1-for-5 and 1-for-20, with the Board empowered to choose the final ratio and whether to implement it. Management states the main purpose is to increase the per-share market price to help regain compliance with Nasdaq’s $1.00 minimum bid price listing standard (Company received a notice in June 2025 and was transferred to the Nasdaq Capital Market and given a compliance period until June 8, 2026), to potentially improve marketability to institutional investors, broaden investor interest, and improve trading efficiency. The amendment would not change the number of authorized shares, so the reverse split would increase authorized-but-unissued shares proportionally and could enable the Board to issue additional shares without further shareholder approval. Management acknowledges risks including negative market perception of reverse splits, uncertain impact on share price or liquidity, and the potential anti-takeover effect of increasing the proportion of authorized but unissued shares. The Board recommends a “FOR” vote, citing Nasdaq compliance and the potential market and corporate benefits described above.
Approve authorizing the chairman to adjourn or postpone the Annual Meeting to solicit additional proxies if there are insufficient votes for the proposals.
Proposal Five requests an advisory approval of the company’s named executive officer compensation as disclosed in the proxy statement. Management emphasizes a pay-for-performance approach, with a mix of base salary, performance-based annual incentives, and long-term equity awards tied to relative total shareholder return and company financial metrics. The Compensation Committee highlights that 2025 performance did not meet minimum thresholds for revenue and Adjusted EBITDA and that no bonuses were paid; similarly, performance RSUs granted in 2025 did not vest due to TSR results. The committee retained an independent consultant and uses peer benchmarking; it enforces governance practices including no repricing, clawback policy, stock ownership guidelines, and limits on severance. The proposal is advisory and non-binding, but the Board commits to consider vote outcomes. The Board recommends a “FOR” vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 29.88% | 2,407,747 | $2M |
| 2 | North Star Investment Management Corp. | 17.82% | 1,435,853 | $1M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 16.58% | 1,336,300 | $1M |
| 4 | BlackRock, Inc. | 15.22% | 1,226,301 | $964K |
| 5 | BlackRock, Inc. | 7.54% | 607,580 | $477K |
| 6 | CITADEL ADVISORS LLC | 5.81% | 467,796 | $368K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 5.72% | 460,637 | $362K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 4.83% | 389,582 | $306K |
| 9 | UBS Group AG | 3.78% | 304,432 | $239K |
| 10 | STATE STREET CORP | 3.29% | 264,777 | $208K |
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