What changed in this filing

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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-02-22 · 73 added, 67 removed, 212 unchanged (40% of the section changed)

4 unchanged sentences

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.

On August 10, 2021, we completed our acquisition of DPL Holding Corporation (“Dayton Parts”).

We are in the process of evaluating the existing controls and procedures of Dayton Parts and integrating Dayton Parts 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 Dayton Parts from our assessment of the effectiveness of internal control over financial reporting as of December 25, 2021.

Dayton Parts represented approximately 26% of the Company’s consolidated total assets as of December 25, 2021, and approximately 6% of the Company’s consolidated net sales for the year ended December 25, 2021.

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.

6 unchanged sentences

Changes in Internal Control Over Financial Reporting

Except for the acquisition of Dayton Parts 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 25, 2021, that has materially affected, or is reasonably likely to materially affect, our 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.

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, 2022, 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 25, 2021 and December 26, 2020, the related consolidated statement of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 25, 2021, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 22, 2022 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired DPL Holding Corporation during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 25, 2021, DPL Holding Corporation’s internal control over financial reporting associated with 26% of total assets and 6% of total net sales included in the consolidated financial statements of the Company as of and for the year ended December 25, 2021.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of DPL Holding Corporation.

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.

Basis for Opinion

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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;

(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;

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;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

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 2023 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections entitled “Proposal I:

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

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

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

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The following table details information regarding our existing equity compensation plans as of December 31, 2022:

Plan Category

Plan Category (a)

securities to be

options, warrants

and rights (b)

average exercise

options, warrants

and rights (c)

available for

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in column (a))

Equity compensation plans approved by

security holders

Equity compensation plans approved by security holders

2008 Stock Option and Stock Incentive Plan 84,322 $ 71.31 —

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Employee Stock Purchase Plan — — 878,536

Equity compensation plans not approved by

security holders

Equity compensation plans not approved by security holders — — —

Total 250,779 — 1,732,007

Certain Relationships and Related Transactions, and Director Independence .

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Exhibits, Financial Statement Schedules .

Consolidated Financial Statements.

(a)(1) Consolidated Financial Statements.

Our Consolidated Financial Statements and related documents are provided in PART II - ITEM 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K:

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Notes to Consolidated Financial Statements.

Consolidated Financial Statement Schedules.

(a)(2) Consolidated Financial Statement Schedules.

The following consolidated financial statement schedule of the Company and related documents are filed with this Annual Report on Form 10-K:

Schedule II - Valuation and Qualifying Accounts.

(a)(3) Exhibits.

Reference is made to ITEM 15(b) below.

(b) Exhibits .

The Exhibit Index, which immediately precedes the signature page, is incorporated by reference into this Report.

Financial Statement Schedule .

Reference is made to ITEM 15(a)(2) above.

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Incorporated by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K filed on June 28, 2021.

2.1.1 Unit Purchase Agreement, dated August 17, 2022, by and among Dorman Products, Inc., Super ATV, LLC, the Sellers listed on the signature pages thereto, and Lindsay Hunt, in her capacity as the Sellers’ Representative.

Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 18, 2022.

2.1.2 Amendment, dated as of October 4, 2022 to Unit Purchase Agreement, dated August 17, 2022, by and among Dorman Products, Inc., Super ATV, LLC, the Sellers listed on the signature pages thereto, and Lindsay Hunt, in her capacity as the Sellers’ Representative.

Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 4, 2022 .

3.1 Amended and Restated Articles of Incorporation, as amended.

1 unchanged sentence

3.2 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.

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

4.1 Specimen Common Stock Certificate of the Company.

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

Lease Agreement, dated December 29, 2012, between the Company and BREP I, for premises located at 3400 East Walnut Street, Colmar, Pennsylvania.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 16, 2012.

Lease Renewal Notice, dated November 14, 2016, between the Company and BREP I, for premises located at 3400 East Walnut Street, Colmar, Pennsylvania.

Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on November 14, 2016.

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

2 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2021.

10.3 Amendment No.

1 to Credit Agreement, dated October 4, 2022 by and among Dorman Products, Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2022.

10.4† Dorman Products, Inc.

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Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (Registration No.

Form of Non-Qualified Stock Option Agreement for Outside Directors and Important Consultants and/or Advisors pursuant to the Dorman Products, Inc.

2008 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (Registration No.

10.4.3† Form of Restricted Stock Agreement pursuant to the Dorman Products, Inc.

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Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

Form of Performance Restricted Stock Award for grants under the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

Form of Restricted Stock Unit Award for grants under the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

Form of Performance Restricted Stock Unit Award for grants under the Dorman Products, Inc.

2018 Stock Option and Stock Incentive Plan.

Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on May 14, 2018.

10.5.4† Form of 2019 Chief Executive Officer Restricted Stock Award Agreement under the Dorman Products, Inc.

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2018 Stock Option and Stock Incentive Plan.*

10.5.12† CEO Amended Form of Dorman Products, Inc.

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

2018 Stock Option and Stock Incentive Plan.*

10.5.13† CEO Amended Form of Dorman Products, Inc.

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

2018 Stock Option and Stock Incentive Plan.*

10.5.14† CEO Amended Form of Dorman Products, Inc.

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

2018 Stock Option and Stock Incentive Plan.*

10.6† Dorman Products, Inc.

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

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

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 25, 2016.

Employment Agreement, dated January 10, 2019, between the Company and Kevin Olsen.

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

10.9† Amended and Restated Employment Agreement between the Company and Kevin M.

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Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 19, 2019.

Separation Agreement, dated February 25, 2011, between the Company and Jeffrey Darby.

Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013.

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

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10.13† Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement – Michael B.

10.14† Transition and Release Agreement dated February 23, 2023 between the Company and Steven L.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 24, 2023 .

21 Subsidiaries of the Company.

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104 The cover page from the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2022, formatted in Inline XBRL (included as Exhibit 101).

* Filed herewith

† Management Contracts and Compensatory Plans, Contracts or Arrangements

+ The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request

Pursuant to the requirements of Section 13 or 15(d) 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.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

President, Chief Executive Officer and Director

February 22, 2022

(principal executive officer)

Senior Vice President, Chief Financial Officer and Treasurer

February 22, 2022

(principal financial and accounting officer)

Signature Title Date

Olsen President, Chief Executive Officer and Director February 28, 2023

Olsen (principal executive officer)

Hession Senior Vice President, Chief Financial Officer and Treasurer February 28, 2023

Hession (principal financial and accounting officer)

/s/ Steven L.

Executive Chairman

February 22, 2022

Berman Executive Chairman February 28, 2023

Bachmann Director

Bachmann February 28, 2023

Gavin Director

Gavin February 28, 2023

/s/ Richard T.

February 22, 2022

Michael Stakias

February 22, 2022

Darrell Thomas

February 22, 2022

Riley Director

Riley February 28, 2023

Romano Director

Romano February 28, 2023

Michael Stakias Director

Michael Stakias February 28, 2023

Darrell Thomas Director

Darrell Thomas February 28, 2023

Valuation and Qualifying Accounts

For the Year Ended

(in thousands)

December 25, 2021

December 26, 2020

December 28, 2019

(in thousands) December 31, 2022 December 25, 2021 December 26, 2020

Allowance for doubtful accounts:

Balance, beginning of period $ 1,326 $ 1,260 $ 957

Provision 56 177 315

Charge-offs ( 19 ) ( 111 ) ( 111 )

Acquisitions and other — — 99

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Balance, beginning of period $ 188,080 $ 155,751 $ 105,950

Provision 373,157 334,615 308,783

Charge-offs ( 369,121 ) ( 302,286 ) ( 258,982 )

Balance, end of period $ 192,116 $ 188,080 $ 155,751

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