Advance Auto Parts (AAP) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Ten director nominees, most of whom are independent, are up for election, with a majority voting standard in place.

• The board emphasizes strong corporate governance, including annual director elections, proxy access, and robust stock ownership guidelines.

• Executive compensation is structured around pay-for-performance, with short-term and long-term incentives tied to financial and operational metrics.

• The company returned to profitability in 2025, with improved merchandising, supply chain, and store operations.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) advisory approval of executive compensation, (3) ratification of Deloitte & Touche LLP as independent auditor, and (4) other business as may arise.

• Proxy access allows groups of up to 20 shareholders owning 3% for 3 years to nominate up to 20% of the board.

• Shareholder proposals and director nominations must comply with by-law deadlines and requirements.

Board of directors and corporate governance

• Approximately 90% of director nominees are independent; the board has an independent chair.

• All NYSE-required committees are composed solely of independent directors.

• The board conducts annual evaluations and has a policy on CEO succession planning.

• Six new directors joined in the past three years, balancing fresh perspectives with experienced leadership.

• Directors are elected by majority vote and subject to annual performance evaluations.