Motorcar Parts of America, Inc. held its Annual Meeting of Shareholders on September 10, 2026. At the meeting, shareholders voted on several proposals, including the election of directors, the ratification of the independent auditor, and the approval of executive compensation.
The shareholders elected all seven nominees to the Board of Directors to serve until the next Annual Meeting. The nominees and the vote counts were as follows: Selwyn Joffe received 15,137,092 votes for, 230,299 votes against, and 21,212 votes withheld; Dr. David Bryan received 15,094,354 votes for, 273,026 votes against, and 21,223 votes withheld; Joseph Ferguson received 15,294,580 votes for, 72,810 votes against, and 21,213 votes withheld; Philip Gay received 14,884,499 votes for, 482,892 votes against, and 21,212 votes withheld; Jeffrey Mirvis received 14,863,251 votes for, 504,057 votes against, and 21,295 votes withheld; Anil Shrivastava received 15,295,202 votes for, 68,306 votes against, and 25,095 votes withheld; Douglas Trussler received 15,165,285 votes for, 219,596 votes against, and 3,722 votes withheld; and Barbara Whittaker received 14,786,738 votes for, 580,643 votes against, and 21,222 votes withheld.
The shareholders also ratified the appointment of Ernst & Young LLP as the independent registered public accountants for the fiscal year ending March 31, 2027. The ratification received 17,088,251 votes for and 15,841 votes against, with 4,433 abstentions.
Additionally, shareholders approved on a non-binding advisory basis the compensation of the company's named executive officers. This proposal received 14,007,292 votes for, 938,440 votes against, and 442,871 abstentions.
The most significant amendment approved at the meeting was the Second Amendment to the 2022 Incentive Award Plan. The amendment received 9,677,452 votes for, 5,690,301 votes against, and 20,850 abstentions. The filing includes the Second Amendment to the Motorcar Parts of America, Inc. 2022 Incentive Award Plan as Exhibit 10.1.
