CarParts.com (PRTS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 11, 2026, to be held virtually, with a record date of March 13, 2026.

• Proposals include director election, auditor ratification, adoption of a new stock incentive plan, a reverse stock split, advisory say-on-pay, and potential adjournment.

• The Board recommends voting in favor of all proposals.

• Forward-looking statements highlight risks such as market volatility, supply chain disruptions, and competitive pressures.

Voting matters and shareholder proposals

• Election of one Class II director (Nanxi Liu) for a three-year term.

• Ratification of RSM US LLP as independent auditors for fiscal 2026.

• Approval of the 2026 Stock Incentive Plan, authorizing up to 4.7 million new shares plus rollover from the prior plan.

• Approval of a reverse stock split at a ratio between 1:5 and 1:20, at the Board's discretion.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal to adjourn or postpone the meeting if necessary.

Board of directors and corporate governance

• The Board consists of six directors, with a majority deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent chairs.

• Board observer rights granted to strategic investors, with future rights to designate directors upon note conversion.

• Strategic Committee was formed and dissolved after a $35.7 million investment by international investors.

• Code of Ethics and corporate governance guidelines are in place and publicly available.