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Director and Executive Officer Trading Arrangements
−Removed: On June 14, 2024 , Mr.
−Removed: Berman , Non-Executive Chairman of our Board of Directors , 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.
−Removed: The Rule 10b5-1 Plan covers shares of the Company’s common stock owned (i) directly by Mr.
−Removed: Berman, (ii) by certain family trusts for which Mr.
−Removed: Berman serves as co-trustee, and (iii) by certain family trusts for the benefit of Mr.
−Removed: Berman’s children.
−Removed: Among other things, the Rule 10b5-1 Plan provides for the sale of up to 175,000 shares of the Company's common stock held directly by Mr.
−Removed: Berman and up to 225,000 shares of the Company’s common stock held by such trusts.
−Removed: The Rule 10b5-1 Plan expires on September 15, 2025, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
−Removed: During the quarter ended June 29, 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).
+Added: During the quarter ended September 28, 2024, no 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).
+Added: Share Repurchase Program
+Added: In October 2024, the Company’s Board of Directors authorized the purchase of up to $500 million of our common stock under a new share repurchase program that is effective from January 1, 2025 through December 31, 2027 (the “New Program”).
+Added: Under the New Program, share repurchases may be made from time to time depending on market conditions, share price, share availability and other factors at the Company’s discretion.
+Added: The share repurchase program does not obligate us to acquire any specific number of shares.
The Exhibits included in this report are listed in the Exhibit Index on page 29 , which is incorporated herein by reference.
EXHIBIT INDEX
−Removed: 10.1 Amendment No.
−Removed: 2 to Credit Agreement, dated July 1, 2024, by and among Dorman Products, Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.*
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.
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101 The following financial statements from the Dorman Products, Inc.
−Removed: Quarterly Report on Form 10-Q as of and for the quarter ended June 29, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):
+Added: Quarterly Report on Form 10-Q as of and for the quarter ended September 28, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):
(i) the Condensed Consolidated Statements of Operations;
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(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 June 29, 2024, 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 September 28, 2024, formatted in Inline XBRL (included as Exhibit 101).
* Filed herewith
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Dorman Products, Inc.
−Removed: August 2, 2024
+Added: November 1, 2024
President, Chief Executive Officer
(principal executive officer)
−Removed: August 2, 2024
+Added: November 1, 2024
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.