CarParts.com (PRTS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 11, 2026, to be held virtually, with a record date of March 13, 2026.

• Proposals include director election, auditor ratification, adoption of a new stock incentive plan, approval of a reverse stock split, advisory vote on executive compensation, and potential adjournment.

• The Board recommends voting in favor of all proposals.

• Forward-looking statements highlight risks related to business, competition, supply chain, and economic conditions.

Voting matters and shareholder proposals

• Election of one Class II director (Nanxi Liu) for a three-year term.

• Ratification of RSM US LLP as independent auditors for fiscal 2026.

• Approval of the 2026 Stock Incentive Plan, authorizing up to 4.7 million new shares plus rollover from the prior plan.

• Approval of a reverse stock split at a ratio between 1:5 and 1:20, at the Board's discretion.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal to adjourn or postpone the meeting if necessary.

Board of directors and corporate governance

• Board consists of six directors, with a majority deemed independent under Nasdaq rules.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and a Strategic Committee (dissolved in 2025 after a strategic investment process).

• Board observer rights granted to strategic investors, with future rights to designate directors upon conversion of notes.

• Code of Ethics and corporate governance guidelines are in place and publicly available.

• Board diversity: three of six members are female, two are from minority groups.