Dorman Products (DORM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 16, 2025, via virtual webcast; record date is March 26, 2025.

• Shareholders will vote on the election of eight directors, advisory approval of executive compensation, and ratification of KPMG as auditor for 2025.

• Net sales for 2024 reached $2.01 billion, up 4.1% from 2023; gross profit rose 17.6%, and diluted EPS increased 49.8%.

• $94 million in debt repaid and $78 million in stock repurchased in 2024.

• New US-based drive shaft manufacturing facility opened in Virginia Beach, VA.

Voting matters and shareholder proposals

• Proposal I: Election of eight directors, all current members, for a one-year term.

• Proposal II: Advisory (non-binding) approval of named executive officer compensation.

• Proposal III: Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Shareholders may submit proposals for the 2026 meeting by December 8, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of eight members; majority are independent.

• Roles of Non-Executive Chairman and CEO are split; independent Lead Director in place.

• Board diversity: 50% of independent nominees are racially or gender diverse.

• Annual board and committee self-evaluations; robust stock ownership requirements.

• No shareholder rights plan or supermajority voting provisions.