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Dorman Products (DORM) holders back directors, pay, KPMG and 2026 incentive plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Dorman Products, Inc. held its 2026 Annual Meeting of Shareholders on May 15, 2026. Shareholders voted on director elections, executive pay, auditor ratification, and a new incentive plan.

All eight director nominees were elected, each receiving over 25.9 million votes in favor, with broker non-votes of 1,514,853 on each election. Shareholders approved, on an advisory basis, the compensation of named executive officers with 26,322,500 votes in favor versus 1,042,754 against. They also ratified KPMG LLP as independent registered public accounting firm for 2026 with 28,315,138 votes in favor. In addition, the Dorman Products, Inc. 2026 Omnibus Incentive Plan was approved, receiving 27,005,093 votes in favor against 364,902 votes opposed.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 30,080,288 shares Common stock issued, outstanding and entitled to vote as of March 25, 2026
Say-on-pay votes for 26,322,500 votes Advisory approval of named executive officer compensation at 2026 Annual Meeting
Auditor ratification votes for 28,315,138 votes Ratification of KPMG LLP as independent auditor for 2026
Incentive plan votes for 27,005,093 votes Approval of Dorman Products, Inc. 2026 Omnibus Incentive Plan
Director highest support 26,977,365 votes Votes in favor for director nominee Kevin M. Olsen
broker non-votes financial
"Votes in Favor | Votes Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"to approve, on an advisory basis, the compensation of the Company’s named executive officers"
independent registered public accounting firm financial
"to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
2026 Omnibus Incentive Plan financial
"to approve the Dorman Products, Inc. 2026 Omnibus Incentive Plan"
Annual Meeting of Shareholders financial
"The 2026 Annual Meeting of Shareholders (“Annual Meeting”) of the Company was held on May 15, 2026."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
FALSE000086878000008687802026-05-152026-05-15



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): May 15, 2026

Dorman Products, Inc.
(Exact name of Registrant as Specified in Charter)


Pennsylvania000-1891423-2078856
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

3400 East Walnut Street, Colmar, Pennsylvania 18915
(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (215) 997-1800

                           Not Applicable                               
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 Par ValueDORMThe Nasdaq Stock Market LLC

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company ☐
    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting of Shareholders (“Annual Meeting”) of the Company was held on May 15, 2026. During the Annual Meeting, shareholders were asked to consider and vote upon four proposals: (1) to elect eight directors, each to serve for a term of one year to expire at the next annual meeting of shareholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers; (3) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026; and (4) to approve the Dorman Products, Inc. 2026 Omnibus Incentive Plan.
On the record date of March 25, 2026, there were 30,080,288 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. For each proposal, the results of the shareholder voting were as follows:
1.The following nominees were each elected to serve as director for a term of one year to expire at the next annual meeting of shareholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal based upon the following votes:
Nominee
Votes
 in Favor
Votes
Against		Abstain
Broker
Non-Votes
Kevin M. Olsen26,977,365 409,699 18,629 1,514,853
Lisa M. Bachmann26,685,105 666,290 54,298 1,514,853
Steven L. Berman26,719,641 667,782 18,270 1,514,853
John J. Gavin26,528,321 863,430 13,942 1,514,853
Richard T. Riley26,010,367 1,376,600 18,726 1,514,853
Kelly A. Romano26,672,580 679,873 53,240 1,514,853
G. Michael Stakias25,940,554 1,451,074 14,065 1,514,853
J. Darrell Thomas26,650,393 700,702 54,598 1,514,853

2.The compensation of the Company’s named executive officers, as described in the proxy statement, was approved on an advisory basis based upon the following votes:
Votes in FavorVotes AgainstVotes AbstainedBroker Non-Votes
26,322,500 1,042,754 40,439  1,514,853

3.The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026 was ratified based upon the following votes:
Votes in FavorVotes AgainstVotes Abstained
28,315,138 593,065 12,343

4.The Dorman Products, Inc. 2026 Omnibus Incentive Plan was approved based on upon the following votes:
Votes in FavorVotes AgainstVotes AbstainedBroker Non-Votes
27,005,093 364,902 35,698 1,514,853

 






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.

DORMAN PRODUCTS, INC.
Date:
May 18, 2026By:/s/ Joseph P. Braun
Name:Joseph P. Braun
Title:
Senior Vice President,
General Counsel and Secretary



Source: View Original Filing on SEC EDGAR

FAQ

What did Dorman Products (DORM) shareholders approve at the 2026 Annual Meeting?

Shareholders elected eight directors, approved executive compensation on an advisory basis, ratified KPMG LLP as independent auditor for 2026, and approved the Dorman Products, Inc. 2026 Omnibus Incentive Plan, confirming support for the company’s board, pay practices, audit choice, and long-term incentive structure.

How many Dorman Products (DORM) shares were entitled to vote at the 2026 meeting?

On the March 25, 2026 record date, 30,080,288 shares of Dorman Products common stock were issued, outstanding, and entitled to vote. This figure defines the eligible voting base for all proposals considered at the 2026 Annual Meeting of Shareholders.

How did Dorman Products (DORM) shareholders vote on executive compensation in 2026?

Executive compensation was approved on an advisory basis with 26,322,500 votes in favor, 1,042,754 votes against, and 40,439 abstentions, plus 1,514,853 broker non-votes. This indicates broad shareholder support for the named executive officers’ pay program described in the proxy materials.

Was KPMG LLP reappointed as Dorman Products (DORM) auditor for 2026?

Yes. Shareholders ratified the appointment of KPMG LLP as Dorman Products’ independent registered public accounting firm for 2026, with 28,315,138 votes in favor, 593,065 against, and 12,343 abstentions, indicating strong support for retaining KPMG in the audit role.

Did Dorman Products (DORM) shareholders approve the 2026 Omnibus Incentive Plan?

Shareholders approved the Dorman Products, Inc. 2026 Omnibus Incentive Plan with 27,005,093 votes in favor, 364,902 against, 35,698 abstentions, and 1,514,853 broker non-votes. This authorization supports future equity and incentive awards under the new plan framework.

Were all Dorman Products (DORM) director nominees elected at the 2026 Annual Meeting?

All eight director nominees, including Kevin M. Olsen and the other listed candidates, were elected for one-year terms. Each received at least 25,940,554 votes in favor, with varying votes against, a small number of abstentions, and 1,514,853 broker non-votes recorded.

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