Motorcar Parts of America Files Proxy Statement Amendment

Ticker: MPAA · Form: DEFA14A · Filed: Aug 14, 2024 · CIK: 918251

Sentiment: neutral

Topics: proxy-statement, amendment, sec-filing

TL;DR

MPA filed an amendment to its proxy statement, no fee required. Standard shareholder stuff.

AI Summary

Motorcar Parts of America, Inc. filed an amendment (Amendment No. 1) to its Definitive Proxy Statement on August 14, 2024. This filing is related to the company's proxy materials, which are used to solicit votes from shareholders for upcoming meetings. The filing indicates no fee was required for this submission.

Why It Matters

This filing is a procedural update to the company's proxy materials, which are essential for shareholder voting on corporate matters.

Risk Assessment

Risk Level: low — This is a routine administrative filing related to proxy statements and does not contain new financial or operational information that would typically indicate risk.

Key Players & Entities

FAQ

What type of filing is this?

This is a Definitive Additional Materials filing, specifically Amendment No. 1 to a DEFA14A (Schedule 14A Proxy Statement).

Who is the registrant?

The registrant is MOTORCAR PARTS OF AMERICA, INC.

When was this filing made?

The filing was made on August 14, 2024.

Was there a filing fee associated with this submission?

No, the filing indicates that no fee was required.

What is the purpose of a DEFA14A filing?

A DEFA14A filing is a Proxy Statement filed with the SEC, used to solicit votes from shareholders for company matters.

Filing Stats: 2,538 words · 10 min read · ~8 pages · Grade level 12.7 · Accepted 2024-08-14 16:35:49

Filing Documents

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 MOTORCAR PARTS OF AMERICA, 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): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. MOTORCAR PARTS OF AMERICA, INC. SUPPLEMENT TO PROXY STATEMENT DATED JULY 26, 2024 FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 5, 2024 Proxy Statement Supplement To Our Shareholders: The proxy statement supplement dated August 14, 2024 (the "Supplement") supplements the proxy statement (the "Proxy Statement") filed by Motorcar Parts of America, Inc., a New York corporation (the "Company" or "we"), with the Securities and Exchange Commission on July 26, 2024 for the 2024 annual meeting of shareholders (the "Annual Meeting") to be held on September 5, 2024 at 10:00 a.m. (PT) at the offices of the Company at 2929 California Street, Torrance, California 90503. The Proxy Statement contains important additional information. This Supplement should only be read in conjunction with the Proxy Statement, and except as updated by this Supplement, all information set forth in the Proxy Statement remains unchanged and should be considered in casting your vote by proxy or at the Annual meeting. The primary purpose of this Supplement is to provide subsequent information relating to Proposal No. 4 in the Proxy Statement, in which we ask our shareholders to approve the First Amendment to the Motorcar Parts of America, Inc. 2022 Incentive Award Plan ("First Amendment"). As described in greater detail below, the Company is supplementing the information included in Proposal 4 of the Proxy Statement to reduce the proposed requested share reserve increase under the Motorcar Parts of America, Inc. 2022 Incentive Award Plan from 1,871,000 shares to 1,731,000 shares. Except for the changes herein, this Supplement does not modify any other information set forth in the Proxy Statement. This Supplement is first being distributed to shareholders on or about August 14, 2024. Voting Matters Please note that any proxy card that you requested or that we elected to deliver has not changed and may still be used to vote your shares in connection with the Annual Meeting. If you have already submitted your vote, you do not need to take any further action. Information on how to vote your shares and how to change your vote or revoke your proxy is contained in the Proxy Statement. The Company urges shareholders to vote their shares prior to the Annual Meeting by using one of the methods described in the Proxy Statement Juliet Stone, Secretary Torrance, California August 14, 2024 Supplement to Proposal No. 4 of Proxy Statement Additional Information regarding Proposal No. 4 The following information supplements the Company's request under Proposal No. 4 to approve the First Amendment. existing share reserve under the existing Plan. The Proxy Statement discusses the proposed First Amendment, which provided for a share reserve increase of 1,871,000 shares, and provides a copy of the original First Amendment. After making the Proxy Statement available to shareholders, the proposal to approve the First Amendment received an unfavorable recommendation from a proxy advisory firm. After consideration of the unfavorable recommendation, the Company determined to update the First Amendment to (1) reduce the proposed share reserve increase from 1,871,000 shares to 1,731,000 shares, and (2) accordingly, reduce the proposed increase to the aggregate number of shares which may be granted as incentive stock options from 1,871,000 shares to 1,731,000 shares, but with no other changes to the First Amendment as described in the Proxy Statement. The proposed 1,731,000 share increase will reduce the potential dilutive impact of the First Amendment on shareholders as compared to the originally proposed 1,871,000 share increase. The foregoing is a summary description of the update to the First Amendment and is qualified in its entirety by reference to the updated First Amendment, a copy of which is attached hereto as Supplement Appendix A, which amends and replaces the First Amendment as filed as Appendix B to the Proxy Statement. The following restates certain information originally disclosed in Proposal No. 4. Background of Determination of Shares Under the Plan Amendm

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