Welcome to the 2026 annual meeting of stockholders of CarParts.com, Inc. It is now 9:00 A.M. Pacific Time. The meeting will please come to order. My name is Mark DiSiena. I am the Interim Chief Financial Officer of the company and will preside at this annual meeting. I'd like to introduce our directors who are present in person or over video conference today. Barry Phelps, who also serves as Chairman of the Board. David Meniane, who also serves as Chief Executive Officer. Dr. Lisa Costa, Ana Dutra, Jay Greyson, and Nanxi Liu. Also present is Brian Kittredge and Mark De La Torre from RSM US LLP, our Independent Auditors. We will now proceed with the official business of the 2026 annual meeting. At the conclusion of the annual meeting, management will be available for questions from stockholders of the company.
We have an affidavit from Broadridge certifying that each stockholder of record and each identifiable beneficial owner as of March 13, 2026, the record date for this meeting, was mailed an official notice of this meeting on or about April 10, 2026, together with a proxy statement, proxy card, and annual report on Form 10-K. The list of stockholders entitled to vote at this meeting has been open to the examination of stockholders of the company's executive offices for 10 days prior to this meeting, as required by Delaware law. Various affidavits regarding the mailing of the proxy material and the maintenance of the stockholder list and the oath and certificate of the Inspector of Elections will be filed within the minutes of this meeting.
The board of directors has appointed me as the Inspector of Elections. I will determine the presence of the quorum and tabulate the results of the voting. At this time, 46,916,016 shares of the company's common stock, constituting 64.46% of the company's common stock, entitled to vote at this meeting as of the record date, are represented by proxies. I therefore determine that a quorum is present. We will now proceed with the business of this meeting. We will now present the motions to be voted upon. We will defer to vote on the motion until all motions have been made and seconded. The first matter to be voted on is the election of Nanxi Liu as Class II director.
The term of the office of Nanxi Liu expires at this 2026 annual meeting, and holders of the common stock are entitled to elect the Class II director to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until a successor is duly elected and qualified. The current board of directors and its nominating and corporate governance committee favors the election of, and I move to nominate the following directors, Class II director, the board of directors and Nanxi Liu. May I have a second?
I second the motion.
The motion to nominate Nanxi Liu as Class II director for the three-year term expiring at the 2029 annual meeting of stockholders has been made and seconded. The nomination for the Class II director will be closed at this time. The next order of business concerns the ratification of the appointment of the company's independent auditors. The directors have appointed RSM US LLP as the company's independent auditors for 2026 fiscal year, ending January 2nd, 2027. I move that the appointment of RSM US LLP as the company's independent auditors for the 2026 fiscal year be ratified. May I have a second?
I second the motion.
A motion has been made and seconded to ratify the board of directors appointment of RSM US LLP as the company's independent auditors for 2026 fiscal year. The next order of business concerns the approval and adoption of CarParts.com, Inc. 2026 Stock Incentive Plan. I move that the 2026 Stock Incentive Plan be approved. May I have a second?
I second the motion.
A motion has been made and seconded to approve and adopt the CarParts.com, Inc. 2026 Stock Incentive Plan. The next order of business is the approval of an amendment to the company's certificate of incorporation to effect a reverse stock split of the company's common stock at a ratio between one for five and one for 20, with the final ratio and timing at the discretion of the board. I move that a reverse stock split proposal be approved. May I have a second?
I second the motion.
A motion has been made and seconded to approve an amendment to the company's certificate of incorporation to effect reverse stock split. The next order of business concerns the approval of the advisory non-binding resolution regarding the compensation of our named executive officers as disclosed in the proxy statement. The board of directors has recommended approving the compensation of the company's named executive officers. I move that the advisory resolution approving the compensation of the company's named executive officers be approved. May I have a second?
I second the motion.
A motion has been made and seconded to approve the compensation of the company's named executive officers. We will now proceed to vote on all the previously discussed motions. It is not necessary for stockholders to vote by ballot if you already sent in your proxy cards, unless you wish to change your vote. You must be a registered stockholder to vote at this time or have otherwise obtained a legal proxy from your broker if you hold the shares in street name. If any stockholder wants to vote by ballot, please raise your hand so that you may do so. Since no one wishes to vote by ballot, I will now present the preliminary report of the Inspector of the Elections.
According to the preliminary report of the Inspector of Elections, Class II director nominee, Nanxi Liu, has been elected for a three-year term expiring at the 2029 annual meeting of stockholders. The appointment of RSM US LLP as the company's independent registered public accounting firm for fiscal year 2026 has been ratified. CarParts.com, Inc. 2026 Stock Incentive Plan has been approved. The amendment to the company's certificate of incorporation to effect a reverse stock split has been approved. The advisory non-binding resolution approving the compensation of the company's named executive officers has been approved. Are there any questions from stockholders present before the meeting is adjourned? There are none. This concludes the official business of the meeting. I now move that this meeting be adjourned. May I have a second?
I second the motion.
Thank you very much. All in favor, please say aye.
Aye.
Those opposed, please say no. Thank you for attending the meeting and your support of the company.