Dorman Products, Inc. Announces Annual Meeting of Shareholders

Ticker: DORM · Form: DEF 14A · Filed: Apr 8, 2024 · CIK: 868780

Dorman Products, Inc. DEF 14A Filing Summary
FieldDetail
CompanyDorman Products, Inc. (DORM)
Form TypeDEF 14A
Filed DateApr 8, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$1,929.8 million, $1,733.7 million, $159.1 million, $208.8 million, $4.10
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Vote, Executive Compensation, Director Election

TL;DR

<b>Dorman Products, Inc. will hold its Annual Meeting of Shareholders on May 17, 2024, with voting open to shareholders of record as of March 26, 2024.</b>

AI Summary

Dorman Products, Inc. (DORM) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. The Annual Meeting of Shareholders for Dorman Products, Inc. is scheduled for Friday, May 17, 2024, at 8:30 a.m. EDT. Shareholders of record as of March 26, 2024, are eligible to vote. The meeting will be accessible via a live webcast at www.virtualshareholdermeeting.com/DORM2024. Key proposals include the election of eight directors, advisory approval of executive compensation, and ratification of KPMG LLP as the independent auditor. Shareholders are urged to vote by visiting www.proxyvote.com, mailing their proxy card, or calling 1-800-690-6903.

Why It Matters

For investors and stakeholders tracking Dorman Products, Inc., this filing contains several important signals. This filing is a proxy statement, which outlines the agenda and voting procedures for the annual shareholder meeting, providing crucial information for investors to exercise their voting rights. The meeting will cover essential corporate governance matters, including director elections and executive compensation, directly impacting shareholder oversight and company direction.

Risk Assessment

Risk Level: low — Dorman Products, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting and does not contain new financial performance data or significant strategic shifts that would indicate high risk.

Analyst Insight

Shareholders should review the proposals, particularly director elections and executive compensation, and cast their votes by the specified methods to ensure their voice is heard.

Key Numbers

  • 8 — Directors (Number of directors to be elected)
  • May 17, 2024 — Meeting Date (Date of the Annual Meeting of Shareholders)
  • March 26, 2024 — Record Date (Date to determine shareholder eligibility to vote)
  • 8:30 a.m. EDT — Meeting Time (Time of the Annual Meeting of Shareholders)

Key Players & Entities

  • Dorman Products, Inc. (company) — Registrant
  • KPMG LLP (company) — independent registered public accounting firm
  • May 17, 2024 (date) — Date and Time of Annual Meeting
  • March 26, 2024 (date) — Record Date for Voting Eligibility
  • 1-800-690-6903 (phone_number) — Voting Assistance Phone Number
  • www.virtualshareholdermeeting.com/DORM2024 (url) — Meeting Access Webcast URL
  • www.proxyvote.com (url) — Online Voting Website

FAQ

When did Dorman Products, Inc. file this DEF 14A?

Dorman Products, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Dorman Products, Inc. (DORM).

Where can I read the original DEF 14A filing from Dorman Products, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Dorman Products, Inc..

What are the key takeaways from Dorman Products, Inc.'s DEF 14A?

Dorman Products, Inc. filed this DEF 14A on April 8, 2024. Key takeaways: The Annual Meeting of Shareholders for Dorman Products, Inc. is scheduled for Friday, May 17, 2024, at 8:30 a.m. EDT.. Shareholders of record as of March 26, 2024, are eligible to vote.. The meeting will be accessible via a live webcast at www.virtualshareholdermeeting.com/DORM2024..

Is Dorman Products, Inc. a risky investment based on this filing?

Based on this DEF 14A, Dorman Products, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual shareholder meeting and does not contain new financial performance data or significant strategic shifts that would indicate high risk.

What should investors do after reading Dorman Products, Inc.'s DEF 14A?

Shareholders should review the proposals, particularly director elections and executive compensation, and cast their votes by the specified methods to ensure their voice is heard. The overall sentiment from this filing is neutral.

How does Dorman Products, Inc. compare to its industry peers?

Dorman Products, Inc. operates in the automotive aftermarket industry, supplying replacement parts for vehicles.

Are there regulatory concerns for Dorman Products, Inc.?

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

Industry Context

Dorman Products, Inc. operates in the automotive aftermarket industry, supplying replacement parts for vehicles.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Understand the advisory vote on executive compensation and its implications.
  3. Confirm the ratification of KPMG LLP as the independent auditor for fiscal 2024.

Key Dates

  • 2024-05-17: Annual Meeting of Shareholders — Shareholders will vote on key proposals including director elections and executive compensation.
  • 2024-03-26: Record Date — Establishes eligibility for shareholders to vote at the annual meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement for an annual shareholder meeting, indicating a routine corporate governance event.

Filing Stats: 4,415 words · 18 min read · ~15 pages · Grade level 13.5 · Accepted 2024-04-08 09:06:29

Key Financial Figures

  • $1,929.8 million — nal Highlights Net sales increased to $1,929.8 million in fiscal 2023 from $1,733.7 million in
  • $1,733.7 million — to $1,929.8 million in fiscal 2023 from $1,733.7 million in fiscal 2022 Repaid $159.1 million o
  • $159.1 million — $1,733.7 million in fiscal 2022 Repaid $159.1 million of indebtedness in fiscal 2023 Genera
  • $208.8 million — Generated cash flows from operations of $208.8 million in fiscal 2023 Reorganized management
  • $4.10 — Company Diluted earnings per share of $4.10 in fiscal 2023, a 6% increase over the

Filing Documents

Executive Compensation: Compensation Discussion and Analysis

Executive Compensation: Compensation Discussion and Analysis 26

Executive Compensation: Compensation Tables

Executive Compensation: Compensation Tables 42 Summary Compensation Table for Fiscal 2023 42 Grants of Plan-Based Awards for Fiscal 2023 44 Narrative Disclosure to Summary Compensation and Grants of Plan-Based Awards Tables 45 Outstanding Equity Awards at December 31, 2023 47 Option Exercises and Stock Vested for Fiscal 2023 49 Non-Qualified Deferred Compensation for Fiscal 2023 50 Potential Payments upon Termination or Change in Control 51 Pay Ratio 61 Pay vs. Performance 62 Risk Assessment in Compensation Policies and Practices for Employees 65 Compensation Committee Interlocks and Insider Participation 66 Certain Relationships and Related Transactions 67

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 70 Report of Audit Committee 73 Information about this Proxy Statement 74 Virtual Meeting 74 Voting Procedures 74 Principal Accountant Fees and Services 78 Pre-Approval Policies and Procedures 78 Shareholder Proposals 79 Annual Report 79 Solicitation of Proxies 79 Other Matters 80 Householding 80 TABLE OF CONTENTS PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. References in this proxy statement to the "Company," "Dorman," "we," "us," and "our" refer to Dorman Products, Inc., a Pennsylvania corporation. This proxy statement, form of proxy and the 2023 Annual Report to Shareholders are being distributed and made available to our shareholders on or about April 8, 2024. About Dorman We are one of the leading suppliers of replacement and upgrade parts and accessories in the motor vehicle aftermarket industry, serving passenger cars, light-, medium-, and heavy-duty trucks as well as all-terrain and utility terrain vehicles (ATVs and UTVs). Our products are sold under our various brand names, under our customers' private label brands or in bulk. We are one of the leading aftermarket suppliers of parts that were traditionally available to consumers only from original equipment manufacturers or salvage yards. These parts include, among other parts, leaf springs, intake manifolds, exhaust manifolds, window regulators, radiator fan assemblies, tire pressure monitor sensors, exhaust gas recirculation (EGR) coolers, UTV windshields, and complex electronics modules. Annual Meeting of Shareholders Date and Time: May 17, 2024 at 8:30 a.m. (Eastern Daylight Time) Meeting Access: Live Webcast: www.virtualshareholdermeeting.com/DORM2024 Record Date: March 26, 2024 Voting: Shareholder

Executive Compensation Highlights

Executive Compensation Highlights Our executive compensation program is designed to help ensure that pay is aligned with our business objectives and the interests of our shareholders. Below are some of the key highlights of our executive compensation program. A majority of fiscal 2023 target compensation for named executive officers was variable and performance-based Robust stock ownership guidelines for executive officers Grants of performance-based restricted stock units that vest based on total shareholder return as compared to companies comprising the S&P Mid-Cap 400 Growth Index Clawback policies for executive officers covering both cash and equity incentive compensation Mix of diversified short- and long-term performance metrics to incentivize and reward the achievement of strategic objectives No tax gross-up provided under our Executive Severance Plan Caps on annual and certain long-term incentive programs No excessive perquisites for any of our executive officers Anti-hedging and anti-pledging policies applicable to executive officers and directors 2023 Financial and Operational Highlights Net sales increased to $1,929.8 million in fiscal 2023 from $1,733.7 million in fiscal 2022 Repaid $159.1 million of indebtedness in fiscal 2023 Generated cash flows from operations of $208.8 million in fiscal 2023 Reorganized management and reporting under three reporting segments – Light Duty, Heavy Duty and Specialty Vehicle – enhancing transparency and supporting the continued growth of the Company Diluted earnings per share of $4.10 in fiscal 2023, a 6% increase over the prior year Successfully integrated the SuperATV business, accelerating the Company's specialty vehicle growth strategy For additional information, see "Executive Compensation: Compensation Discussion and Analysis." Proposal III: Ratification of KMPG as our Independent Registered Public Accounting Firm for Fiscal 2024 KPMG was our independent registered public accounting fir

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