CarParts.com OKs 4.7M-share plan, reverse split
CarParts.com, Inc. reported the results of its 2026 Annual Meeting of Stockholders.
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Form Type
8-K
Rhea-AI Filing Summary
CarParts.com, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders approved the 2026 CarParts.com Stock Incentive Plan, which reserves 4,700,000 shares of common stock for future equity awards. They also elected director Nanxi Liu to a three-year term ending at the 2029 annual meeting.
Stockholders ratified RSM US LLP as independent auditor for fiscal 2026 and passed an advisory resolution approving executive compensation. They approved an amendment to the Certificate of Incorporation authorizing a reverse stock split of common stock at a ratio between one-for-5 and one-for-20, with the exact ratio and timing left to the Board’s discretion.
Insights
CarParts.com stockholders cleared all 2026 meeting proposals, including a new equity plan and reverse split authority.
CarParts.com secured stockholder approval for its 2026 Stock Incentive Plan, reserving 4,700,000 shares for equity-based pay. This supports ongoing use of stock and options to attract and retain employees and directors, subject to the plan’s detailed terms in the proxy.
Stockholders also authorized a reverse stock split in a range from 1-for-5 to 1-for-20, with the Board determining whether and when to implement it. The filing does not state a specific execution date, so actual share restructuring, if any, will depend on future Board decisions reflected in later disclosures.
8-K Event Classification
2 items: 5.02, 5.07
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Key Figures
Incentive plan share reserve: 4,700,000 shares
Shares entitled to vote: 72,778,434 shares
Shares present at meeting: 46,916,016 shares
+3 more
6 metrics
Incentive plan share reserve
4,700,000 shares
2026 CarParts.com Stock Incentive Plan
Shares entitled to vote
72,778,434 shares
As of March 13, 2026 record date
Shares present at meeting
46,916,016 shares
2026 Annual Meeting of Stockholders
Reverse split ratio range
1-for-5 to 1-for-20
Authorized by amendment to Certificate of Incorporation
Auditor ratification votes for
45,401,427 votes
RSM US LLP ratified for fiscal 2026
Say-on-pay votes for
23,808,892 votes
Advisory approval of executive compensation
Key Terms
2026 CarParts.com Stock Incentive Plan, reverse stock split, Broker Non-Votes, independent registered public accounting firm, +1 more
5 terms
2026 CarParts.com Stock Incentive Plan financial
"The Company’s stockholders approved the 2026 CarParts.com Stock Incentive Plan"
reverse stock split financial
"to provide for a reverse stock split of the common stock of the Company"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Broker Non-Votes regulatory
"For | | Against | | Abstaining | | 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 accounting firm regulatory
"RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 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.
advisory (non-binding) vote regulatory
"The advisory (non-binding) vote regarding the compensation of the Company’s named executive officers was approved"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did CarParts.com (PRTS) stockholders approve at the 2026 annual meeting?
Stockholders approved all five proposals, including the 2026 Stock Incentive Plan reserving 4,700,000 shares, authorization for a reverse stock split between 1:5 and 1:20, election of one director, auditor ratification, and an advisory approval of named executive officer compensation.
What reverse stock split did CarParts.com (PRTS) stockholders authorize in 2026?
Stockholders approved an amendment allowing a reverse stock split of CarParts.com common stock at a ratio between one-for-5 and one-for-20. The Board of Directors is authorized to choose the exact ratio and whether to implement the split at its discretion.
Who was elected to CarParts.com’s board at the 2026 annual meeting?
Nanxi Liu was elected as a Class II director to a three-year term. She will serve until the Company’s 2029 Annual Meeting of Stockholders and until her successor is elected and qualified, based on the voting results reported.
Did CarParts.com (PRTS) stockholders approve executive compensation in 2026?
Yes, stockholders approved an advisory, non-binding resolution on named executive officer compensation. The vote totaled 23,808,892 shares for, 1,169,225 against, 595,777 abstaining, and 21,342,122 broker non-votes, indicating general support for the compensation program.
Which auditor did CarParts.com (PRTS) stockholders ratify for fiscal 2026?
Stockholders ratified RSM US LLP as CarParts.com’s independent registered public accounting firm for fiscal year 2026. The vote results were 45,401,427 shares for ratification, 580,087 against, and 934,502 abstaining, confirming continued engagement of RSM US LLP.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 11, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (424 ) 702-1455
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of each exchange on which
registered
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(NASDAQ Capital Market)
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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As described in Item 5.07 below, on May 11, 2026, CarParts.com, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the
“Annual Meeting”). The Company’s stockholders approved the 2026 CarParts.com Stock Incentive Plan (the “2026 Stock Incentive Plan”) in order to, among other items, reserve 4,700,000 shares of the Company’s common stock for issuance under the 2026
Stock Incentive Plan.
A summary of the 2026 Stock Incentive Plan is set forth in the Company’s definitive proxy statement filed with the Securities and
Exchange Commission on March 31, 2026 (the “Proxy Statement”). That summary and the above description of the 2026 Stock Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the 2026 Stock Incentive Plan,
which is attached as Appendix A to the Proxy Statement and is incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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On May 21, 2026, the Company held its Annual Meeting of Stockholders. A total of 72,778,434 shares of the Company’s common stock were
entitled to vote as of March 13, 2026, the record date for the Annual Meeting. There were 46,916,016 shares present in person or by proxy at the Annual Meeting, at which the Company’s stockholders were asked to vote on five proposals. The proposals
are described in more detail in the Company’s definitive proxy statement filed March 31, 2026 for the Annual Meeting. Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting, and the final voting results of each
such proposal.
Proposal No. 1 - Election of Directors
The stockholders elected one Class II director to serve a three-year term, until the Company’s 2029 Annual Meeting of Stockholders and
until her successor is elected and qualified. The results of the vote were as follows:
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For
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Withheld
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Broker Non-Votes
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Nanxi Liu
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14,185,563
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11,388,331
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21,342,122
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Proposal No. 2 - Ratification of the Selection of Independent Auditors
The stockholders voted to ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for fiscal
year 2026. The results of the vote were as follows:
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For
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Against
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Abstaining
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45,401,427
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580,087
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934,502
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Proposal No. 3 – Approval and Adoption of the 2026 CarParts.com Stock Incentive Plan
The stockholders voted to approve the 2026 CarParts.com Stock Incentive Plan. The results of the vote were as follows:
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For
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Against
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Abstaining
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Broker Non-Votes
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23,414,264
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1,569,470
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590,160
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21,342,122
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Proposal No. 4 - Approval of the Amendment of the Certificate of incorporation
The stockholders voted to approve the amendment of the Company’s Certificate of Incorporation to provide for a reverse stock split of
the common stock of the Company, that will be at a ratio of not less than one-for-5 (1:5) and not greater than one-for-20 (1:20) the final determination of which shall be determined by the Board of Directors (the “Board”), and to authorize the Board
to effect the reverse stock split at their discretion. The results of the vote were as follows:
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For
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Against
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Abstaining
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43,695,298
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3,154,533
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66,185
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Proposal No. 5 - Advisory Resolution Regarding the Compensation of the Company’s Named Executive Officers
The advisory (non-binding) vote regarding the compensation of the Company’s named executive officers was approved. The results of the
advisory (non-binding) vote were as follows:
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For
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Against
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Abstaining
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Broker Non-Votes
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23,808,892
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1,169,225
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595,777
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21,342,122
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No other matters were presented for stockholder approval at the Annual Meeting.
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.
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Dated: May 11, 2026
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CARPARTS.COM, INC.
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By:
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/s/ Mark DiSiena
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Name:
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Mark DiSiena
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Title:
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Interim Chief Financial Officer
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