What changed in this filing

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Item 9A. Controls and Procedures

2021-02-22 compared with 2020-02-26 · 36 added, 30 removed, 210 unchanged (24% of the section changed)

13 unchanged sentences

Report of Independent Regist ered Public Accounting Firm

To the Board of Directors and Shareholders

To the Shareholders and Board of Directors

Dorman Products, Inc.:

3 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2020, 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 28, 2019 and December 29, 2018, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the fiscal years in the three-year period ended December 28, 2019, and related notes and the consolidated financial statement schedule II listed under Item 15(a)(2) (collectively, the consolidated financial statements), and our report dated February 26, 2020 expressed an unqualified opinion on those consolidated financial statements.

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 26, 2020 and December 28, 2019, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 26, 2020, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 22, 2021 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

17 unchanged sentences

February 22, 2021

Othe r Information.

Directors, Executive Officers and Corporate Governance.

Except for the information provided in PART I – ITEM 4.1, “Executive Officers of the Registrant” and as set forth below, the required information is incorporated by reference from our definitive proxy statement for our 2021 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections entitled “Proposal I:

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

We have adopted a written code of ethics that is applicable to all of our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, Controller and other executive officers.

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.

In accordance with the SEC's rules and regulations a copy of each code of ethics is posted on our website www.dormanproducts.com.

Dorman will provide to any person without charge, upon request, a copy of such codes of ethics.

Requests for copies of such codes of ethics should be directed to:

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

We intend to disclose any changes in or waivers from our codes of ethics on our website at www.dormanproducts.com .

Election of Directors,” “Director Compensation,” “Committees of the Board of Directors – Audit Committee” and “Security Ownership of Certain Beneficial Owners and Management – Delinquent Section 16(a) Reports.”

We have adopted a written code of ethics that is applicable to our directors, officers and employees.

In accordance with the SEC's rules and regulations a copy of the Code is posted on our website www.dormanproducts.com .

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

Requests for copies of the Code should be directed to:

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.

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.

4 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

Except for the information set forth below, the required information is incorporated by reference from our definitive proxy statement for our 2020 Annual Meeting of Shareholders, including, but not necessarily limited to, the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

Except for the information set forth below, the required information is incorporated by reference from our definitive proxy statement for our 2021 Annual Meeting of Shareholders, including, but not necessarily limited to, the section entitled “Security Ownership of Certain Beneficial Owners and Management – Security Ownership Table.”

Equity Compensation Plan Information

41 unchanged sentences

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 19, 2017.

Amended and Restated Bylaws.

Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K/A filed on December 8, 2020.

Dorman Products, Inc.

Amended and Restated By-Laws, as amended April 7, 2020.

Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on April 9, 2020.

Specimen Common Stock Certificate of the Company.

56 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2019.

Form of Dorman Products, Inc.

Non-Qualified Stock Option Award Pursuant to the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 2, 2020.

Form of Dorman Products, Inc.

Restricted Stock Unit Award Pursuant to the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 2, 2020 .

Form of Dorman Products, Inc.

Performance Restricted Stock Unit Award Pursuant to the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 2, 2020 .

Form of Dorman Products, Inc.

Restricted Stock Unit Award for Non-Employee Directors Pursuant to the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 10-Q for the quarter ended June 27, 2020.

Dorman Products, Inc.

2 unchanged sentences

Dorman Products, Inc.

Executive Cash Bonus Plan, approved by the Company’s shareholders at the 2010 Annual Shareholders Meeting held on May 20, 2010.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2010.

Amendment No.

1 to the Dorman Products, Inc.

Executive Cash Bonus Plan, approved by the Company’s shareholders at the 2014 Annual Shareholders Meeting held on May 16, 2014.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 20, 2014.

Dorman Products, Inc.

2018 Cash Bonus Plan.

2 unchanged sentences

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 28, 2015.

Employment Agreement, dated December 28, 2015, between the Company and Mathias J.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 28, 2015.

Transition Agreement, dated as of October 25, 2018, between the Company and Mathias J.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2018.

Offer Letter, dated May 2, 2016, between the Company and Kevin Olsen.

2 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 11, 2019.

Separation Agreement and General Release by and between Michael Ginnetti and Dorman Products, Inc.

dated as of September 18, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 20, 2019)

Offer Letter, dated January 24, 2019, between the Company and David Hession.

3 unchanged sentences

Offer Letter, dated April 8, 2019, between the Company and Joseph P.

Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019.

Subsidiaries of the Company.

20 unchanged sentences

(principal executive officer)

/s/ David Hession

Senior Vice President, Chief Financial Officer and Treasurer

February 22, 2021

David Hession

(principal financial and accounting officer)

/s/ Steven L.

February 26, 2020

Executive Chairman

1 unchanged sentence

February 22, 2021

/s/ Richard T.

7 unchanged sentences

(in thousands)

December 26, 2020

December 28, 2019

December 29, 2018

Allowance for doubtful accounts:

7 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.

What changed 10-K

Item 9A. Controls and Procedures