On August
6, 2008, the Board of Directors of Advance Auto Parts, Inc. (the “Company”),
upon recommendation of the Nominating and Corporate Governance Committee,
approved an amendment to Article II, Section 2.08 of the Company’s By-Laws to
adopt a majority vote standard for the election of directors in uncontested
elections. The new majority vote standard provides that to be elected, in an
uncontested election, a director nominee must receive a majority of the votes
cast such that the number of shares voted “for” the nominee must exceed 50% of
the votes cast with respect to that director. In contested elections where the
number of nominees exceeds the number of directors to be elected, the vote
standard will continue to be a plurality of votes cast. Broker
non-votes and abstentions will not be considered as votes cast for purposes of
determining the number of votes cast. If the failure of a nominee to
be elected at the annual meeting results in a vacancy on the Board, the Board
may either fill the vacancy or reduce the size of the Board.
Section
3.03 of the Company’s By-Laws was amended to permit a director to tender his or
her resignation to be effective at a specified future time or at the discretion
of the Board. In addition, the revised By-Laws were amended to
provide specifically that vacancies created by a contingent resignation may be
filled by a majority of the current directors.
In a
related action, the Company’s Guidelines on Significant Governance Issues were
amended by the Board, effective August 6, 2008, to provide that if a director
nominee who already serves as a director is not elected, the incumbent director
is expected to tender his or her resignation to the Board of Directors.
The Nominating and Corporate Governance Committee will make a
recommendation to the Board on whether to accept or reject the resignation, or
whether other action should be taken. The Board will act on the Committee’s
recommendation and publicly disclose its decision and the rationale behind it
within 90 days from the date of the certification of the election results. The
director who tenders his or her resignation will not participate in the
recommendation of the Nominating and Corporate Governance Committee or in the
Board’s decision. The
amended
Guidelines on Significant Governance Issues will be posted on the Company’s
website at www.advanceautoparts.com.
The
amendment to the By-Laws became effective on August 6, 2008, and the amended
By-Laws are attached as Exhibit 3.2 to this Current Report on Form
8-K.