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  4. [8-K] MOTORCAR PARTS OF AMERICA INC Reports Material Event

Motorcar Parts investors back board, pay, incentive plan

Motorcar Parts of America, Inc. (MPAA) reported the results of its September 10, 2026 Annual Meeting of Shareholders, where investors voted on director elections, auditor ratification, executive compensation, and an incentive plan amendment.

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Form Type
8-K

Rhea-AI Filing Summary

Motorcar Parts of America, Inc. (MPAA) reported the results of its September 10, 2026 Annual Meeting of Shareholders, where investors voted on director elections, auditor ratification, executive compensation, and an incentive plan amendment.

All eight director nominees were elected, each receiving over 14.7 million votes "for" and approximately 1.7 million broker non-votes. Shareholders ratified Ernst & Young LLP as independent registered public accountants for the fiscal year ending March 31, 2027 with 17,088,251 votes for and 15,841 against. The non-binding advisory vote on named executive officer compensation was approved with 14,007,292 votes for and 938,440 against. Shareholders also approved the Second Amendment to the 2022 Incentive Award Plan, with 9,677,452 votes for and 5,690,301 against.

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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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Votes for Selwyn Joffe 15,137,092 votes Election of director at the September 10, 2026 annual meeting
Broker non-votes on director elections 1,719,922 votes Broker non-votes recorded for each director nominee
Auditor ratification votes for 17,088,251 votes Ratification of Ernst & Young LLP for fiscal year ending March 31, 2027
Auditor ratification votes against 15,841 votes Ratification of Ernst & Young LLP
Executive compensation votes for 14,007,292 votes Non-binding advisory vote on named executive officer compensation
Incentive Plan Amendment votes for 9,677,452 votes Approval of Second Amendment to the 2022 Incentive Award Plan
Incentive Plan Amendment votes against 5,690,301 votes Approval of Second Amendment to the 2022 Incentive Award Plan
non-binding advisory basis regulatory
"approve on a non-binding advisory basis the compensation of our named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-votes regulatory
"The number of votes cast for or against and 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.
independent registered public accountants regulatory
"ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants"
Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.
Incentive Award Plan financial
"approve the Second Amendment to the 2022 Incentive Award Plan"
An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MPAA shareholders decide at the September 10, 2026 annual meeting?
Shareholders of Motorcar Parts of America, Inc. (MPAA) elected all director nominees, ratified Ernst & Young LLP as auditor for the year ending March 31, 2027, approved executive compensation on a non-binding basis, and approved the Second Amendment to the 2022 Incentive Award Plan.

How did MPAA shareholders vote on the election of directors?
All eight director nominees received strong support, each with over 14.7 million votes "for". For example, Selwyn Joffe received 15,137,092 votes for and 230,299 against, with 21,212 withheld and 1,719,922 broker non-votes.

What were the MPAA auditor ratification voting results?
Shareholders ratified Ernst & Young LLP as MPAA’s independent registered public accountants for the fiscal year ending March 31, 2027, with 17,088,251 votes for, 15,841 votes against, and 4,433 abstentions.

How did MPAA shareholders vote on executive compensation (Say-on-Pay)?
The non-binding advisory vote on compensation of MPAA’s named executive officers passed with 14,007,292 votes for, 938,440 against, 442,871 abstentions, and 1,719,922 broker non-votes.

What were the results for MPAA’s Second Amendment to the 2022 Incentive Award Plan?
Shareholders approved the Second Amendment to the 2022 Incentive Award Plan with 9,677,452 votes for, 5,690,301 votes against, 20,850 abstentions, and 1,719,922 broker non-votes.

Which exchange is MPAA’s common stock listed on and under what symbol?
MPAA’s common stock, par value $0.01 per share, is listed on the NASDAQ under the trading symbol MPAA.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 10, 2026
 
Motorcar Parts of America, Inc.
 
(Exact name of registrant as specified in its charter)
 
   
New York
001-33861
11-2153962
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
2929 California Street, Torrance CA
 
90503
(Address of principal executive offices)  (Zip Code)
 
Registrant’s telephone number, including area code: (310) 212-7910
 
N/A
(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, par value $0.01 per share
MPAA
NASDAQ
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
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. ☐
 
1
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting of Shareholders of Motorcar Parts of America, Inc. (the “Company”) was held on September 10, 2026 (the “Meeting”).
 
At the Meeting, the Company’s shareholders voted on proposals to: (i) elect directors; (ii) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending March 31, 2027; (iii) approve on a non-binding advisory basis the compensation of our named executive officers; and (iv) approve the Second Amendment to the 2022 Incentive Award Plan.
 
All nominees for election to the Board of Directors of the Company were elected to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until the earlier of such director’s death, resignation or removal. The shareholders also ratified the selection of the independent registered public accountants. The shareholders also approved on a non-binding advisory basis the compensation of our named executive officers. Moreover, the shareholders approved the Second Amendment to the Motorcar Parts of America, Inc. 2022 Incentive Award Plan.
 
The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal are set forth below:
 
     
Proposal 1—Election of Directors
 
    
NomineeShares For Shares AgainstShares WithheldBroker Non-Votes
     
Selwyn Joffe
15,137,092
230,299
21,212
1,719,922
Dr. David Bryan
15,094,354
273,026
21,223
1,719,922
Joseph Ferguson
15,294,580
72,810
21,213
1,719,922
Philip Gay
14,884,499
482,892
21,212
1,719,922
Jeffrey Mirvis
14,863,251
504,057
21,295
1,719,922
Anil Shrivastava
15,295,202
68,306
25,095
1,719,922
Douglas Trussler
15,165,285
219,596
3,722
1,719,922
Barbara Whittaker
14,786,738
580,643
21,222
1,719,922
 
   
 Proposal 2 – Ratification of Ernst & Young LLP 
  
Shares For
Shares Against
Shares Abstaining
17,088,251
15,841
4,433
 
Proposal 3 – Approval on a Non-Binding Advisory Basis of the Compensation of Our Named Executive Officers
 
    
Shares For
Shares Against
Shares Abstaining
Broker Non-Votes
      14,007,292
938,440
442,871
1,719,922
 
Proposal 4 – Approval of the Second Amendment to the 2022 Incentive Award Plan
 
    
Shares For
Shares Against
Shares Abstaining
Broker Non-Votes
9,677,452
5,690,301
20,850
1,719,922
 
Item 9.01
Financial Statements and Exhibits.
 
 (d)  Exhibits
 
   
Exhibit Number
 
Exhibit Description
   
10.1
 
Second Amendment to the Motorcar Parts of America, Inc. 2022 Incentive Award Plan
 
2
 
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.
 
  
 
MOTORCAR PARTS OF AMERICA, INC.
   
Date: September 14, 2026
/s/ Glenn Burlingame
 
Glenn Burlingame
  Vice President General Counsel and Secretary
 
 
0000918251 false 0000918251 2026-09-10 2026-09-10

Source: View Original Filing on SEC EDGAR

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