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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-03-01 · 40 added, 27 removed, 258 unchanged (21% of the section changed)

5 unchanged sentences

On October 4, 2022, we completed our acquisition of Super ATV, LLC ("SuperATV").

We are in the process of evaluating the existing controls and procedures of SuperATV and integrating SuperATV into our internal control over financial reporting.

In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for one year following the date on which the acquisition is completed, we have excluded SuperATV from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2022.

SuperATV represented approximately 23% of the Company’s consolidated total assets as of December 31, 2022, and approximately 3% of the Company’s consolidated net sales for the year ended December 31, 2022.

Refer to Note 2 to the Consolidated Financial Statements for additional information.

We have evaluated the existing controls and procedures of SuperATV and integrated SuperATV into our internal control over financial reporting as of December 31, 2023.

Refer to Note 2, "Business Acquisitions and Investments," to the Condensed Consolidated Financial Statements for additional information.

Management's Report on Internal Control Over Financial Reporting

5 unchanged sentences

Changes in Internal Control Over Financial Reporting

Except for the acquisition of SuperATV noted above, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Except for the integration of SuperATV into our internal control over financial reporting as of December 31, 2023 noted above, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and December 25, 2021, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 28, 2023 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Super ATV, LLC during 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, Super ATV, LLC’s internal control over financial reporting associated with approximately 23% of consolidated total assets and approximately 3% of consolidated net sales included in the consolidated financial statements of the Company as of and for the year ended December 31, 2022.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Super ATV, LLC.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 28, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

10 unchanged sentences

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial

reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Philadelphia, Pennsylvania

1 unchanged sentence

Other Information.

In connection with new universal proxy card rules adopted by the US Securities and Exchange Commission (“SEC”), the Board of Directors (the "Board") of Dorman Products, Inc.

(the "Company") approved amended and restated by-laws of the Company (the "Amended and Restated By-Laws"), effective as of February 23, 2023.

Among other things, the Amended and Restated By-Laws require that any shareholder soliciting proxies in support of a nominee other than the Board's nominees must comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements.

Further, any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, with the white proxy card being reserved for the exclusive use by the Board.

This description of the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated By-Laws, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

During the fourth 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).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Election of Directors,” and “Committees of the Board of Directors – Audit Committee.”

In addition, information regarding the Company’s insider trading policies and procedures governing the purchase, sale and/or other dispositions of the Company’s securities is incorporated by reference from our definitive proxy statement for our 2024 Annual Meeting of Shareholders under the section entitled “Executive Compensation:

Compensation Discussion and Analysis – Insider Trading Policy.”

We have adopted a written code of ethics, the “Dorman Products, Inc.

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We have also adopted a written code of ethics, “Code of Ethics for Senior Financial Officers,” which applies to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller and any other person performing similar functions (the “Code”).

Each of these codes is posted on our website www.DormanProducts.com.

Each of these codes is posted on our website DormanProducts.com.

Dorman will provide to any person without charge, upon request, a copy of the Code.

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Secretary, Dorman Products, Inc., 3400 East Walnut Street, Colmar, PA 18915.

We intend to disclose any changes in or waivers from the Code on our website at www.DormanProducts.com.

We intend to disclose any changes in or waivers from the Code on our website at DormanProducts.com.

The information on the website is not and should not be considered part of this Form 10-K and is not incorporated by reference in this Form 10-K.

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2018 Stock Option and Stock Incentive Plan 311,217 $ 86.52 442,462

2018 Stock Option and Stock Incentive Plan 166,457 $ 69.69 853,471

Dorman Products, Inc.

35 unchanged sentences

Amended and Restated By-Laws, as amended February 23, 2023.

I ncorporated by reference to Exhibit 3.1 to the Company's Qua rterly Report on Form 10-Q filed on May 2, 2023.

4.1 Specimen Common Stock Certificate of the Company.

3 unchanged sentences

4.3 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 10-K filed on February 22, 2021 .

10.1 Credit Agreement dated as of December 7, 2017, by and between the Company and Wells Fargo Bank, National Association.

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 8, 2017.

Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on February 22, 2021 .

10.1 Credit Agreement, dated August 10, 2021 by and among Dorman Products, Inc., the lenders from time to time party thereto, and Bank of American, N.A., as administrative agent.

57 unchanged sentences