Tim Nauss joins CarParts.com (NASDAQ: PRTS) board as Class II director
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CarParts.com, Inc. has expanded its Board of Directors to seven members and appointed Tim Nauss as a Class II director, effective immediately, to serve until the 2029 Annual Meeting of Stockholders. The Board determined that he qualifies as an independent director under Nasdaq listing standards.
Nauss has no family relationships with current directors or executive officers and no material interests in related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. He will receive the Company’s standard non-employee director compensation, including a $50,000 annual retainer, and will enter into the Company’s standard form of indemnification agreement.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
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.
Key Figures
Board size: 7 directors
Director annual retainer: $50,000
Director term end: 2029 Annual Meeting
3 metrics
Board size
7 directors
Number of directors after expansion
Director annual retainer
$50,000
Annual cash retainer for Board service
Director term end
2029 Annual Meeting
End of term for Class II director Tim Nauss
Key Terms
Class II director, independent director, Regulation S-K, indemnification agreement
4 terms
Class II director financial
"appointed Tim Nauss as a Class II director of the Company"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
independent director financial
"The Board has determined that Mr. Nauss is an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Regulation S-K regulatory
"material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
indemnification agreement regulatory
"Mr. Nauss will also enter the Company’s standard form of indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
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) June 6, 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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of New Director
On June 6, 2026, the Board of Directors (the “Board”) of CarParts.com, Inc. (the “Company”) increased the number of directors on the Board to seven and appointed Tim
Nauss as a Class II director of the Company to fill the resulting vacancy, effective immediately, to serve until the 2029 Annual Meeting of Stockholders, or until his earlier death, disqualification, resignation or removal. The Board has determined
that Mr. Nauss is an independent director under the listing standards of the Nasdaq Stock Market.
There are no family relationships between Mr. Nauss and any director or executive officer of the Company and Mr. Nauss does not have a direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Nauss’ appointment to the Board, Mr. Nauss will receive the standard compensation received by non-employee directors in accordance with the
Company’s current practices, as described under the heading “Director Compensation” beginning on page 47 of the Company’s proxy statement filed with the Securities and Exchange Commission on March 31, 2026. In accordance with such practices, Mr.
Nauss is entitled to receive a $50,000 annual retainer for service as a Board member.
Mr. Nauss will also enter the Company’s standard form of indemnification agreement, which was previously filed by the Company as Exhibit 10.7 to the Company’s Annual
Report on Form 10-K filed with the SEC on March 5, 2026.
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: June 8, 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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FAQ
What did CarParts.com (PRTS) announce in this Form 8-K?
CarParts.com announced it expanded its Board of Directors to seven members and appointed Tim Nauss as a Class II independent director. His term runs until the 2029 Annual Meeting of Stockholders, strengthening the company’s governance structure with an additional independent board member.
Who is Tim Nauss and what is his role at CarParts.com (PRTS)?
Tim Nauss has been appointed as a Class II director on CarParts.com’s Board. He will serve until the 2029 Annual Meeting of Stockholders and has been determined to be an independent director under Nasdaq rules, with no disclosable related-party relationships or family ties to current leadership.
How long will Tim Nauss serve on the CarParts.com (PRTS) board?
Tim Nauss will serve as a Class II director until the 2029 Annual Meeting of Stockholders, unless he departs earlier due to death, disqualification, resignation, or removal. This provides a multi-year period of board service under the company’s classified board structure.
Is Tim Nauss considered an independent director at CarParts.com (PRTS)?
Yes, the Board determined that Tim Nauss is an independent director under Nasdaq listing standards. The company also states there are no family relationships or material related-party transactions involving him that require disclosure under Item 404(a) of Regulation S-K.
What compensation will Tim Nauss receive as a CarParts.com (PRTS) director?
Tim Nauss will receive the standard non-employee director compensation, including a $50,000 annual retainer for Board service. His overall compensation package follows the practices described in CarParts.com’s March 31, 2026 proxy statement, and he will enter the company’s standard indemnification agreement.
Did CarParts.com (PRTS) change the size of its Board of Directors?
Yes, CarParts.com’s Board increased its size to seven directors and filled the resulting vacancy by appointing Tim Nauss as a Class II director. This change takes effect immediately and expands overall board capacity while maintaining independent representation under Nasdaq standards.