- Jeffrey C. Smith Joins Advance Auto
Parts Board
- Starboard to Designate Two
Independent Directors to the Board
- Advance Auto Parts to Name Two
Additional Independent Directors Prior to 2016 Annual
Meeting
Advance Auto Parts, Inc. (NYSE: AAP), a leading automotive
aftermarket parts provider in North America, serving both
professional installer and do-it-yourself customers, today
announced that it has entered into an agreement with Starboard
Value LP and its affiliates (“Starboard”), which has an ownership
stake of approximately 3.7 percent of Advance Auto Parts’ shares,
regarding the membership and composition of the Advance Auto Parts
Board of Directors.
Under the terms of the agreement, Jeffrey C. Smith, Starboard’s
CEO and Chief Investment Officer, has been appointed to the Advance
Auto Parts Board, effective immediately, and the size of the Board
has been expanded from 12 to 13 members. Mr. Smith will serve as
chair of the Nominating and Corporate Governance Committee and will
also be a member of the Compensation and Finance Committees. In
addition, Starboard will designate two independent directors to be
added to the Advance Auto Parts Board as soon as practical. The
Company will name two additional independent directors designated
by the Nominating and Corporate Governance Committee for election
at the Company’s 2016 Annual Meeting. It is expected that following
the 2016 Annual Meeting the Board will have 12 or 13 members.
“We are pleased to welcome Jeff Smith to the Advance Auto Parts
Board,” said Jack Brouillard, who has been named Executive
Chairman. “Jeff is a respected leader, investor, and valued board
member. We welcome his insights, and the Board and I look forward
to working closely together as we successfully execute on our
strategic objectives.”
Mr. Smith said, “I am pleased to join the Advance Auto Parts
Board. Advance Auto Parts is a terrific company which is well
positioned to be even more successful with best in class execution.
I look forward to working constructively with my fellow Board
members and the management team to help take advantage of the
tremendous opportunity to continue growing shareholder value.”
As part of the agreement, Starboard has agreed to vote all of
its shares in favor of the Company’s nominees at the 2016 Annual
Meeting as well as other customary standstill and voting
commitments. The full agreement between Advance Auto Parts and
Starboard will be filed with the Securities and Exchange
Commission.
Jeffrey C. Smith Biography
Jeffrey Smith is Managing Member, Chief Executive Officer and
Chief Investment Officer of Starboard Value LP. Prior to founding
Starboard Value LP, Mr. Smith was a Partner and Managing Director
of Ramius LLC, a subsidiary of the Cowen Group, Inc., and the Chief
Investment Officer of the Ramius Value and Opportunity Master Fund
Ltd. Mr. Smith was also a member of Cowen’s Operating Committee and
Cowen’s Investment Committee. Prior to joining Ramius in January
1998, he served as Vice President of Strategic Development and a
member of the Board of Directors of The Fresh Juice Company, Inc.
Mr. Smith began his career in the Mergers and Acquisitions
department at Société Générale. Mr. Smith is currently Chairman of
the Board of Darden Restaurants, Inc. and was formerly Chairman of
the Board of Phoenix Technologies Ltd. and formerly on the Boards
of Quantum Corporation, Office Depot, Regis Corporation, Surmodics
Inc., Zoran Corporation, Actel Corporation, Kensey Nash Corp., S1
Corp and the Fresh Juice Company. Mr. Smith graduated from The
Wharton School of Business at The University of Pennsylvania, where
he received a B.S. in Economics.
About Advance Auto Parts
Headquartered in Roanoke, Va., Advance Auto Parts, Inc., a
leading automotive aftermarket parts provider in North America,
serves both professional installer and do-it-yourself customers. As
of October 10, 2015 Advance operated 5,240 stores and 118 Worldpac
branches and served approximately 1,300 independently owned
Carquest branded stores in the United States, Puerto Rico, the U.S.
Virgin Islands and Canada. Advance employs approximately 75,000
Team Members. Additional information about the Company, employment
opportunities, customer services, and on-line shopping for parts,
accessories and other offerings can be found on the Company's
website at www.AdvanceAutoParts.com.
About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a
focused and fundamental approach to investing in publicly traded
U.S. companies. Starboard invests in deeply undervalued companies
and actively engages with management teams and boards of directors
to identify and execute on opportunities to unlock value for the
benefit of all shareholders.
Forward Looking Statements
Certain statements contained in this release are forward-looking
statements, as that term is used in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements address
future events or developments, and typically use words such as
believe, anticipate, expect, intend, plan, forecast, outlook or
estimate. These forward looking statements include, but are not
limited to, expectations regarding leadership changes and their
impact on the company’s strategies, opportunities and results;
statements regarding growth in shareholder value; statements
regarding strategic plans or initiatives, growth or profitability;
guidance for 2015 financial performance; statements regarding the
benefits and other effects of the acquisition of General Parts
International, Inc. (General Parts) and the combined company’s
plans, objectives and expectations; statements regarding expected
growth and future performance of Advance Auto Parts, Inc. (AAP),
including store growth, capital expenditures, comparable store
sales, gross profit rate, SG&A, operating income, free cash
flow, income tax rate, General Parts integration costs and store
consolidation costs, synergies, expenses to achieve synergies,
comparable cash earnings per diluted share for fiscal year 2015 and
comparable operating income rate targets; and all other statements
that are not statements of historical facts. These forward-looking
statements are subject to significant risks, uncertainties and
assumptions, and actual future events or results may differ
materially from such forward-looking statements. Such differences
may result from, among other things, the risk that AAP may
experience difficulty in successfully implementing the announced
leadership changes; the ability of the persons appointed to lead
and provide results in their new roles; potential disruption to
AAP’s business resulting from the announced leadership changes; the
impact of the announced leadership changes on AAP’s relationships
with customers, suppliers and other business partners; AAP’s
ability to attract, develop and retain executives and other
employees; the risk that the benefits of the General Parts
acquisition, including synergies, may not be fully realized or may
take longer to realize than expected; the possibility that the
General Parts acquisition may not advance AAP’s business strategy;
the risk that AAP may experience difficulty integrating General
Parts’ employees, business systems and technology; the potential
diversion of AAP’s management’s attention from AAP’s other
businesses resulting from the General Parts acquisition; the impact
of the General Parts acquisition on third-party relationships,
including customers, wholesalers, independently owned and jobber
stores and suppliers; changes in regulatory, social and political
conditions, as well as general economic conditions; competitive
pressures; demand for AAP’s and General Parts' products; the market
for auto parts; the economy in general; inflation; consumer debt
levels; the weather; business interruptions; information technology
security; availability of suitable real estate; dependence on
foreign suppliers; and other factors disclosed in AAP’s 10-K for
the fiscal year ended January 3, 2015 and other filings made by AAP
with the Securities and Exchange Commission. Readers are cautioned
not to place undue reliance on these forward-looking statements.
AAP intends these forward-looking statements to speak only as of
the time of this communication and does not undertake to update or
revise them as more information becomes available.
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version on businesswire.com: http://www.businesswire.com/news/home/20151112005482/en/
Advance Auto Parts, Inc.Media:Laurie Stacyt:
540-561-8452e:
laurie.stacy@advanceautoparts.comorInvestor:Zaheed Mawanit:
919-573-3848e: zaheed.mawani@advanceautoparts.com
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