AAP » Topics » Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

This excerpt taken from the AAP 8-K filed Aug 17, 2009.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 11, 2009, the Board of Directors of Advance Auto Parts, Inc. (the “Company”), adopted Amended and Restated By-Laws, effective August 12, 2009.  The amendments relate primarily to the requirements for advance notice and additional information that a shareholder must provide when making a director nomination or proposal at the Company's annual meeting of stockholders.  The By-Laws were revised to provide that the deadline for shareholder proposals and nominations is not less than 120 days or more than 150 days prior to the first anniversary of the preceding year’s annual meeting for any matter to be properly brought for consideration at an annual of the Company’s stockholders.  The Amended and Restated By-Laws establish the notice requirements for matters to be brought for consideration before a special meeting of the Company’s stockholders.
 
As a result of these changes, stockholders who want to nominate a person for election as a director or present any other proposal at the Company’s 2010 annual meeting of stockholders (but not to include the proposal in the Company’s proxy statement) must provide written notice to the Company’s corporate secretary for receipt no later than January 10, 2010 and no earlier than December 11, 2009, as well as comply with the other requirements of the Company’s Amended and Restated By-Laws.  The notice deadline for a stockholder wishing to present a proposal and have it included in the Company’s proxy statement for the 2010 annual meeting of shareholders continues to be December 15, 2009, as published in the Company’s 2009 proxy statement.
 
Article IV of the Company’s By-Laws were amended to clarify the officers to be elected by the Board of Directors as well as the roles of various officer positions.   In addition, the Amended and Restated By-Laws contain minor technical revisions.
 
A copy of the Amended and Restated By-Laws is attached as Exhibit 3.2.
 
This excerpt taken from the AAP 8-K filed Feb 18, 2009.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 17, 2009, the Company's Board of Directors approved an amendment to the Company's by-laws by revising the first sentence of Section 3.02 to read as follows:
 
"The number of directors constituting the Board of Directors shall be fixed from time to time by resolution of the Board of Directors, but shall be not less than seven (7) nor more than twelve (12)."
 
Previously Section 3.02 provided that the number of directors shall not be less than eight (8) nor more than twelve (12). The Company's by-laws otherwise remain unchanged.
 
This description is qualified in its entirety by reference to the text of the amended by-laws attached as Exhibit 3.2.
 
This excerpt taken from the AAP 8-K filed Aug 12, 2008.
Item 5.03 Amendments to Articles or Incorporation or Bylaws; Change in Fiscal Year.
 
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.
 
This excerpt taken from the AAP 8-K filed Feb 19, 2008.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendments to By-Laws

On February 13, 2008, the Company’s Board of Directors approved an amendment to the Company’s by-laws by revising the first sentence of Section 3.02 to read as follows:
 
“The number of directors constituting the Board of Directors shall be fixed from time to time by resolution of the Board of Directors, but shall be not less than eight (8) nor more than twelve (12).”
 
Previously Section 3.02 provided that the number of directors shall be not less than nine (9) nor more than fourteen (14).   The Company’s by-laws otherwise remain unchanged.
 
This description is qualified in its entirety by reference to the text of the amended by-laws attached as Exhibit 3.2.

Item 9.01     Financial Statements and Exhibits.
 
(d)
Exhibits.
 
     
 
Exhibit
 
 
Number
 
     
  3.2  By-laws of Advance Auto Parts, Inc., amended as of February 13, 2008.
     
 
 

 

 
SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     ADVANCE AUTO PARTS, INC.
   
 (Registrant)
      
Date:  February 19, 2008    /s/ Darren R. Jackson


(Signature)*
  Darren R. Jackson
  President and Chief Executive Officer
 
* Print name and title of the signing officer under his signature.
 

 
 
EXHIBIT INDEX
 
Exhibit
Number 
Exhibit Description 
3.2 By-laws of Advance Auto Parts, Inc., amended as of February 13, 2008.
 
 

 
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