CarParts.com (PRTS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 13, 2025, with shareholders of record as of April 23, 2025, eligible to vote on director elections, auditor ratification, and executive compensation.

• The board recommends the election of three Class I directors for three-year terms, ratification of RSM US LLP as independent auditors, and approval of the say-on-pay proposal.

• The company emphasizes strong governance, risk oversight, and a commitment to ESG, diversity, and inclusion.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class I directors, (2) ratification of RSM US LLP as auditors for fiscal 2025, and (3) an advisory vote on executive compensation.

• Only shareholders of record as of April 23, 2025, may vote; a majority is required for proposals two and three, while a plurality is needed for director elections.

• No other shareholder proposals or voting agreements are noted.

Board of directors and corporate governance

• The board consists of eight members, with a classified structure and a majority deemed independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with written charters and independent members.

• The board separates the roles of Chairman and CEO and regularly meets in executive session.

• Directors are subject to stock ownership guidelines and prohibited from hedging or speculative trading in company securities.

• Board diversity is emphasized, with three female and two minority directors as of April 2025.