Other Information
−Removed: Clawback Policy
−Removed: On October 25, 2023, the Compensation Committee of the Company’s Board of Directors adopted the Dorman Products, Inc.
−Removed: Incentive Compensation Clawback Policy (the “Policy”).
−Removed: The Policy was adopted to comply with the final clawback rules adopted by the U.S.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: 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).
+Added: On March 13, 2024 , Mr.
+Added: Darby , our Senior Vice President, Sales & Marketing , adopted a Rule 10b5-1 plan (“Rule 10b5-1 Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: Darby’s Rule 10b5-1 Plan provides for the sale of up to 9,000 shares of the Company's common stock, pursuant to the terms of the Rule 10b5-1 Plan.
+Added: The Rule 10b5-1 Plan expires on March 28, 2025, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
+Added: During the quarter ended March 30, 2024, no other director or executive officer 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).
The Exhibits included in this report are listed in the Exhibit Index on page 26 , which is incorporated herein by reference.
EXHIBIT INDEX
−Removed: 10.1 Dorman Products, Inc.
−Removed: 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.
3 unchanged sentences
101 The following financial statements from the Dorman Products, Inc.
−Removed: Quarterly Report on Form 10-Q as of and for the quarter ended September 30, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):
+Added: Quarterly Report on Form 10-Q as of and for the quarter ended March 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):
(i) the Condensed Consolidated Statements of Operations;
2 unchanged sentences
(iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.
−Removed: 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).
+Added: 104 The cover page from the Company’s Quarterly Report on Form 10-Q as of and for the quarter ended March 30, 2024, formatted in Inline XBRL (included as Exhibit 101).
* Filed herewith
2 unchanged sentences
Dorman Products, Inc.
−Removed: October 31, 2023
President, Chief Executive Officer
(principal executive officer)
−Removed: October 31, 2023
Senior Vice President and
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.