Advance Auto Parts (AAP) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 14, 2025, with voting on five key proposals, including director elections, an amendment to the incentive plan, executive compensation, auditor ratification, and a shareholder proposal on executive stock retention.

• All nine director nominees are current board members, with a strong emphasis on independence, diversity, and relevant industry experience.

• The board recommends voting for all management proposals and against the shareholder proposal regarding additional executive stock retention requirements.

Voting matters and shareholder proposals

• Proposals include electing nine directors, amending the 2023 Omnibus Incentive Compensation Plan to add 2,170,000 shares, an advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and a shareholder proposal on executive stock retention.

• The board recommends voting for all management proposals and against the shareholder proposal.

• Shareholders of record as of March 17, 2025, are eligible to vote.

Board of directors and corporate governance

• 89% of director nominees are independent, with an average tenure of 4.5 years and a mix of new and experienced members.

• The board is led by an independent chair and conducts annual evaluations of its performance and that of its committees and individual directors.

• Proxy access allows groups holding 3% of shares for 3 years to nominate up to 20% of the board.

• The board has robust succession planning and policies prohibiting hedging and pledging, except under stringent requirements.