Dorman Products, Inc. 10-Q

ITEM 5. Other Information Clawback Policy On October 25, 2023, the Compensation Committee of the Company’s Board of Directors adopted the Dorman Products, Inc. Incentive Compensation Clawback Policy (the “Policy”). The Policy was adopted to comply with the final clawback rules adopted by the U.S. Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and Listing Rule 5608, as promulgated by The Nasdaq Stock Market LLC. The Policy provides for the mandatory recovery of erroneously awarded incentive compensation from current and former officers of the Company, as defined in Rule 10D-1 ("Covered Officers"), in the event the Company is required to prepare an accounting restatement, as defined in the Policy. Under the Policy, the Company may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement. The Policy is effective with respect to compensation received on or after October 2, 2023 while the Company has a class of securities listed on a national securities exchange or a national securities association. The foregoing summary of the Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Policy, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Director and Executive Officer Trading Arrangements During the third quarter of 2023, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Registration S-K). ITEM 6. Exhibits (a) Exhibits The Exhibits included in this report are listed in the Exhibit Index on page 27 , which is incorporated herein by reference. 26 Table of Contents EXHIBIT INDEX 10.1 Dorman Products, Inc. Incentive Compensation Clawback Policy as adopted on October 25, 2023.* 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished with this report). ** 101 The following financial statements from the Dorman Products, Inc. Quarterly Report on Form 10-Q as of and for the quarter ended September 30, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Balance Sheets; (iii) Condensed Consolidated Statements of Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements. 104 The cover page from the Company’s Quarterly Report on Form 10-Q as of and for the quarter ended September 30, 2023, formatted in Inline XBRL (included as Exhibit 101). * Filed herewith ** Furnished herewith 27 Table of Contents 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 thereunto duly authorized. Dorman Products, Inc. October 31, 2023 /s/ Kevin M. Olsen Kevin M. Olsen President, Chief Executive Officer (principal executive officer) October 31, 2023 /s/ David M. Hession David M. Hession Senior Vice President and Chief Financial Officer (principal financial and accounting officer) 28