My name is Jeff Vining, and I am Advance's Executive Vice President, Eugeneral Counsel, and Corporate Secretary. Before we begin, be advised that our remarks today contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, including but not limited to statements about our strategic initiatives, operational plans and objectives, and future business and financial performance, as well as statements regarding underlying assumptions related thereto. Actual results could differ materially from those projected or implied by the forward-looking statements. Additional information about factors that could cause actual results to differ materially from the forward-looking statements can be found under the captions "Forward-looking Statements" and "Risk Factors" in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission, and under similar captions in subsequent filings made with the Commission.
Now, I'll turn the meeting over to President and CEO Shane O'Kelly.
Good morning, everyone. Thank you for joining us today, and welcome to the 2025 Advance Auto Parts Annual Meeting of Shareholders. I'm Shane O'Kelly, President and Chief Executive Officer of Advance Auto Parts and a current board member, and I will be presiding over this meeting. As we are holding this meeting virtually, you may submit questions via the Q&A tool on your screen. Please note that our rules of conduct for the meeting address how we will respond to questions, along with other important information about the procedure of the meeting. It's now 8:31 A.M., and in accordance with the Notice of Annual Meeting of stockholders, I call this meeting to order. At this point, I'd like to ask Eugene Lee, the independent chair of our Board of Directors, to introduce our other nominees for director. Eugene.
Good morning, and thank you for joining our annual meeting. In addition to Shane and myself, seven independent directors are nominated for reelection and are here with us today: Carla Bailo, John Ferraro, Joan Hilson, Jeff Jones, Tom Siebold, Greg Smith, and Brent Windom. With that, I'll pass the meeting back to Shane.
Thank you, Eugene. I'd like to first thank the entire Advance team for their dedication and unwavering commitment to serving our customers. 2024 was a transformative year for Advance, marked by decisive actions that have positioned us to set a path for long-term profitable growth and value creation for our shareholders. As part of the strategic review that was completed in 2024, we successfully completed the sale of WORLDPAC for $1.5 billion, which not only strengthened our balance sheet but also streamlined our operations, enabling us to reinforce our commitment to the blended box. At the same time, we made the decision to retain the Carquest Canada business. This market resembles the U.S. blended box model and offers additional runway for long-term growth. Following the strategic review, we conducted an extensive review of our U.S. operations.
We made the difficult decision to rationalize our store and distribution center footprint, and going forward, over 75% of our revised store footprint is in designated market areas where we have the Number 1 or Number 2 position based on store density. During 2024, we made strategic investments to increase our competitive position, and we focused on reducing turnover and enhancing customer service. We improved the stability of our point-of-sale platform and completed the rollout of the warehouse and inventory management system across our DCs. Over the past 12 months, we have also further strengthened our executive team with leaders that combine deep retail expertise with strong functional knowledge. Last November, we introduced a strategic plan focused on three fundamental areas to fuel our success: merchandising excellence, supply chain, and store operations. As we look to 2025 and beyond, we are acutely focused on execution.
We have the right strategy centered around the fundamentals of selling auto parts, with a renewed focus on the customer. Our teams are moving with urgency and are energized for the road ahead. Before turning the meeting over to our CFO, Ryan Grimsland, I'd like to introduce Kathy Murphy from Deloitte & Touche LLP, the company's independent registered public accounting firm. She will be available during our question-and-answer session to respond to questions. I will now turn the meeting over to Ryan Grimsland, Executive Vice President and CFO, to lead us through the business portion of our meeting. Ryan.
Thank you, Shane. Jeff Vining will serve as the Secretary of this meeting. The company's Proxy Statement and the 2024 annual report were provided to each stockholder of record of the company and are both available on the company's Investor Relations website. The formal agenda for the meeting consists of the following five proposals: 1. The election of the nine nominees named in the Proxy Statement to the Board of Directors to serve until the 2026 annual meeting of shareholders. 2. Vote to amend the 2023 Omnibus Incentive Compensation Plan to increase authorized shares by $2,170,000. 3. Advisory vote to approve the compensation of the company's named executive officers. 4. Ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2025. 5. Vote on shareholder proposal regarding additional requirements for executives to retain significant stock.
No other director nominations or proposals were properly brought before the meeting. Therefore, the business of this meeting is limited to these proposals. If you sent in your proxy card or voted by phone or internet, your shares will be voted accordingly. Please do not vote live at this meeting unless you have not yet voted or wish to change your vote. I will now turn the meeting over to Jeff, who will address matters regarding the mailing of the Notice of Annual Meeting and Proxy Statement and the presence of a quorum.
Thank you, Ryan. I have a list of the stockholders of the company who are the holders of the common stock of the company as of the close of business on March 17, 2025, the record date for stockholders entitled to notice of and to vote at this meeting. This list of stockholders is available for review by the stockholders of the company. The records of the company show that there were 59,833,137 shares of common stock outstanding on the record date. We have previously received an affidavit that the Notice of Annual Meeting and Proxy Statement were mailed on or about March 24, 2025, to each stockholder of record on the close of business on the record date. A copy of the affidavit, including attached documents, will be included as an exhibit to the record of this meeting.
The company has appointed Heather Obey as Inspector of Elections for this meeting. The certificate and report of the Inspector of Elections will also be attached as exhibits to the record of this meeting. The Inspector of Elections informs me that 55,188,283 shares of common stock, or 92.23% of the outstanding shares entitled to notice of and to vote at this meeting, are present in person or by proxy. The Inspector is making an exact count and will submit a formal report of the number of shares present or represented during the course of the meeting. Now, I'll turn it back over to Ryan.
A quorum is declared present, subject to confirmation by the Inspector of Elections and her report. Therefore, the meeting is duly convened for the transaction of any business that may properly come before it. The time is 8:38 A.M., Wednesday, May 14, 2025, and I note that the polls are open for the five matters to be voted on at this meeting. The first item of business is the election of the nine nominees named in the Proxy Statement to the Board of Directors to serve until the 2026 Annual Meeting of Stockholders or until their successors have been duly elected and qualified. May I have a motion?
I move that the slate of director nominees listed in the Proxy Statement be so elected.
I second the motion.
No other nominations have been duly made. Therefore, the nominees listed in the Proxy Statement are the only nominees to be considered. The second item on the agenda is the vote to amend the 2023 Omnibus Incentive Compensation Plan to increase authorized shares by 2,170,000. May I have a motion?
I move to approve the increase authorized shares under the plan by 2,170,000.
I second the motion.
The third item on the agenda is the advisory vote to approve the compensation of the company's named executive officers. May I have a motion?
I move to approve the compensation of the company's named executive officers.
I second the motion.
The fourth item on the agenda is the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2025. May I have a motion?
I move to ratify the appointment of Deloitte & Touche LLP as independent auditors for 2025.
I second the motion.
The last item on the agenda is the consideration of and vote upon a shareholder proposal regarding additional requirements for executives to retain significant stock. At this time, I would ask the proponent to present the proposal for consideration. Mr. Shevden, you have three minutes to present the proposal.
Hello, this is John Shevden. Proposal 5: Executives to retain significant stock. Choose as the Board of Directors to adopt the policy requiring the five named executive officers to retain a significant percentage of stock acquired through equity pay programs until reaching retirement and to report to shareholders regarding the policy in the company's next Annual Meeting proxy. Shareholders recommend a share retention percentage of 25% of net after-tax shares. Requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus Advance Auto Parts executives on the company's long-term success. A conference board task force report stated that hold-to-retirement requirements give executives an ever-growing incentive to focus on long-term stock price performance. This proposal topic is all the more important in Advance Auto Parts due to its poor long-term stock performance.
Advance Auto Parts stock has fallen drastically from $230 in 2021 to $33 now during a relatively robust stock market. This policy will give Advance Auto Parts named executive officers more skin in the game to foster a much-needed turnaround for Advance Auto Parts. Please vote yes, executives to retain significant stock, Proposal 5.
I move to vote regarding additional requirements for executives to retain significant stock.
I second the motion.
With the proposals before the meeting having been made, I would now like to invite any questions you may have. Questions or comments must be relevant to the matters to be voted upon at this annual meeting. Our Vice President of Investor Relations, Lavesh Hemnani, will be moderating our question-and-answer session. Please refer to our meeting rules of conduct for instructions on how to contact Investor Relations if you have a question of individual concern or that is not otherwise addressed at this meeting.
Thank you. We have a question related to our business operations, and we plan to address all industry and business matters next week at our earnings call. We are hosting our earnings call on Thursday, May 22nd, and invite you to dial in for a call on updates related to our performance.
Thank you. Thank you for your questions. Now that anyone choosing to vote live has had the opportunity to do so, I declare the polls closed at 8:42 A.M. Wednesday, May 14, 2025.
We will now review the results of the voting. Jeff, would you please report the results of the voting?
Shane, the report of the Inspector of Elections confirms that a quorum is and has been in attendance at the meeting for all purposes. It also shows that all of the nominees for director have been elected by a majority of the votes cast at this meeting as directors of the company until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
The report of the Inspector of Elections also shows that a majority of the shares of the company present and entitled to vote at this meeting have voted for amendment of the 2023 Omnibus Incentive Compensation Plan, for approval of the compensation of the company's named executive officers, for ratification of the appointment by our Audit Committee of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2025, and against the shareholder proposal regarding additional requirements for executives to retain significant stock.
Thank you, Jeff. The report of the Inspector of Elections has been accepted and approved and will be attached to the record of the meeting. If there is no further business to come before the meeting, may we have a motion to adjourn?
I move that the meeting be adjourned.
I second the motion.
The motion is carried, and the meeting is adjourned. Thank you for joining us today.
The meeting has now concluded. Thank you for joining. You may now disconnect.