Advance Auto Parts (AAP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2025, to be held virtually at 8:30 AM ET.

• Shareholders can vote online, by phone, mail, or during the virtual meeting until May 13, 2025, 11:59 PM ET.

• Proxy materials and annual report are available online, with options for paper or email copies upon request.

Voting matters and shareholder proposals

• Election of nine directors is up for vote, with all nominees recommended by the Board.

• Proposal to amend the 2023 Omnibus Incentive Compensation Plan to increase authorized shares by 2,170,000.

• Advisory vote on executive compensation (say-on-pay) is recommended for approval.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2025.

• Stockholder proposal regarding additional executive stock retention requirements, with Board recommending a vote against.

Board of directors and corporate governance

• Nine director nominees listed for election, including Carla J. Bailo, John F. Ferraro, Joan M. Hilson, Jeffrey J. Jones II, Eugene I. Lee, Jr., Shane M. O'Kelly, Thomas W. Seboldt, Gregory L. Smith, and A. Brent Windom.

• Board recommends voting for all director nominees.