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CARPARTS.COM INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and CARPARTS.COM INC.’s Form 8-K, filed May 28, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

6Ballot items
131Asset managers
994Fund votes
May 23, 2024Meeting date

Results at a glance

Meeting of May 23, 2024: 6 items on CARPARTS.COM INC.’s Form 8-K, filed May 28, 2024: 3 approved · 3 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024

Explore CARPARTS.COM INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by CARPARTS.COM INC.

These tallies are CARPARTS.COM INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 28, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CARPARTS.COM INC. — official shareholder meeting results, meeting held May 23, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: David Meniane	36,719,543	--	--	2,637,484	7,533,246	93%	Not verified	—
Elect Director: Warren "Barry" Phelps III	37,211,740	--	--	2,145,287	7,533,246	95%	Not verified	—
Elect Director: Dr. Lisa Costa	36,355,585	--	--	3,001,442	7,533,246	92%	Not verified	—
2. Ratification of the Tax Benefits Preservation Plan, as amended	33,955,928	5,331,744	69,355	--	7,533,246	86%	Approved	—
3. Ratification of the Selection of Independent Auditors	46,459,246	388,723	42,304	--	--	99.1%	Approved	—
4. Advisory Resolution Regarding the Compensation of the Company's Named Executive Officers The advisory (non-binding) vote regarding the compensation of the Company's named executive officers	34,594,141	4,344,267	418,619	--	7,533,246	89%	Approved	—

Source: CARPARTS.COM INC., Form 8-K, filed with the SEC on May 28, 2024 — read the filing on EDGAR.

How asset managers voted at the CARPARTS.COM INC. 2023-2024 meeting

Each item below shows how the 131 asset managers that disclosed a CARPARTS.COM INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: David Meniane

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 36,719,543WITHHELD: 2,637,484

Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: Election of the following Class III Directors: David Meniane

CARPARTS.COM INC.’s own tally for this item (“Elect Director: David Meniane”): 36,719,543 for, 2,637,484 withheld, per its Form 8-K filed May 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 16,555,554 for, 233,900 withheld.

FOR

FOR: 16,555,554WITHHOLD: 233,900

Largest asset managers voting on “Election of the following Class III Directors: David Meniane” at CARPARTS.COM INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	4,315,225	0	For
BlackRock	2,164,530	0	For
TIAA	1,686,881	0	For
Fidelity	1,570,077	0	For
NORTHERN LIGHTS FUND TRUST II	1,507,000	0	For
Dimensional	1,147,962	0	For
FIRST EAGLE FUNDS	732,821	0	For
Charles Schwab	701,502	0	For
WASATCH FUNDS TRUST	674,000	0	For
American Century	523,609	0	For
Invesco	311,477	0	For
BRIDGEWAY FUNDS INC	0	233,900	Withhold
Goldman Sachs	177,687	0	For
CLEARWATER INVESTMENT TRUST	143,518	0	For
Voya	139,908	0	For
Equitable	129,136	0	For
QUANTITATIVE MASTER SERIES LLC	98,455	0	For
MASTER INVESTMENT PORTFOLIO	79,243	0	For
EA Series Trust	56,888	0	For
Lincoln Financial	56,813	0	For
Legg Mason	43,815	0	For
AQR	38,518	0	For
T. Rowe Price	35,803	0	For
AIG/SunAmerica	26,828	0	For
John Hancock	21,395	0	For

Showing the 25 largest of 50 asset managers. See all 50 in the interactive database.

2. Elect Director: Dr. Lisa Costa

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%

FOR: 36,355,585WITHHELD: 3,001,442

Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: Election of the following Class III Directors: Dr. Lisa Costa

CARPARTS.COM INC.’s own tally for this item (“Elect Director: Dr. Lisa Costa”): 36,355,585 for, 3,001,442 withheld, per its Form 8-K filed May 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 16,519,354 for, 270,100 withheld.

FOR

FOR: 16,519,354WITHHOLD: 270,100

Largest asset managers voting on “Election of the following Class III Directors: Dr. Lisa Costa” at CARPARTS.COM INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	4,315,225	0	For
BlackRock	2,164,530	0	For
TIAA	1,686,881	0	For
Fidelity	1,570,077	0	For
NORTHERN LIGHTS FUND TRUST II	1,507,000	0	For
Dimensional	1,147,962	0	For
FIRST EAGLE FUNDS	732,821	0	For
Charles Schwab	701,502	0	For
WASATCH FUNDS TRUST	674,000	0	For
American Century	523,609	0	For
Invesco	311,477	0	For
BRIDGEWAY FUNDS INC	0	233,900	Withhold
Goldman Sachs	177,687	0	For
CLEARWATER INVESTMENT TRUST	143,518	0	For
Voya	139,908	0	For
Equitable	92,936	36,200	Mixed
QUANTITATIVE MASTER SERIES LLC	98,455	0	For
MASTER INVESTMENT PORTFOLIO	79,243	0	For
EA Series Trust	56,888	0	For
Lincoln Financial	56,813	0	For
Legg Mason	43,815	0	For
AQR	38,518	0	For
T. Rowe Price	35,803	0	For
AIG/SunAmerica	26,828	0	For
John Hancock	21,395	0	For

Showing the 25 largest of 50 asset managers. See all 50 in the interactive database.

3. Elect Director: Warren "Barry" Phelps III

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 37,211,740WITHHELD: 2,145,287

Details: description as filed, official tally, votes by 49 asset managers

Description as filed by funds: Election of the following Class III Directors: Warren "Barry" Phelps III

CARPARTS.COM INC.’s own tally for this item (“Elect Director: Warren "Barry" Phelps III”): 37,211,740 for, 2,145,287 withheld, per its Form 8-K filed May 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 49 asset managers below reported 16,458,585 for, 273,815 withheld, 56,888 abstained.

FOR

FOR: 16,458,585ABSTAIN: 56,888WITHHOLD: 273,815

Largest asset managers voting on “Election of the following Class III Directors: Warren "Barry" Phelps III” at CARPARTS.COM INC., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	4,315,225	0	0	For
BlackRock	2,164,530	0	0	For
TIAA	1,686,881	0	0	For
Fidelity	1,570,077	0	0	For
NORTHERN LIGHTS FUND TRUST II	1,507,000	0	0	For
Dimensional	1,147,962	0	0	For
FIRST EAGLE FUNDS	732,821	0	0	For
Charles Schwab	701,502	0	0	For
WASATCH FUNDS TRUST	674,000	0	0	For
American Century	523,609	0	0	For
Invesco	311,477	0	0	For
BRIDGEWAY FUNDS INC	0	0	233,900	Withhold
Goldman Sachs	177,687	0	0	For
CLEARWATER INVESTMENT TRUST	143,518	0	0	For
Voya	139,908	0	0	For
Equitable	92,936	0	36,200	Mixed
QUANTITATIVE MASTER SERIES LLC	98,455	0	0	For
MASTER INVESTMENT PORTFOLIO	79,243	0	0	For
EA Series Trust	0	56,888	0	Abstain
Lincoln Financial	56,813	0	0	For
Legg Mason	43,815	0	0	For
AQR	38,518	0	0	For
T. Rowe Price	35,803	0	0	For
AIG/SunAmerica	26,828	0	0	For
John Hancock	21,395	0	0	For

Showing the 25 largest of 49 asset managers. See all 49 in the interactive database.

4. 2. Ratification of the Tax Benefits Preservation Plan, as amended

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

86% Approved · of votes cast

FOR 86%

FOR: 33,955,928AGAINST: 5,331,744

Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: RATIFICATION OF OUR TAX BENEFITS PRESERVATION PLAN, AS AMENDED.

CARPARTS.COM INC.’s own tally for this item (“2. Ratification of the Tax Benefits Preservation Plan, as amended”): 33,955,928 for, 5,331,744 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 2 - Ratification of the Tax Benefits Preservation Plan, as amended The stockholders voted to ratify the adoption by the Company's board of directors of the Tax Benefits Preservation Plan, as amended, dated as of April 5, 2024, by and between the Company and Computershare Trust Company,…”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 14,649,345 for, 2,140,109 against.

FOR

FOR: 14,649,345AGAINST: 2,140,109

Largest asset managers voting on “RATIFICATION OF OUR TAX BENEFITS PRESERVATION PLAN, AS AMENDED.” at CARPARTS.COM INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	4,315,225	0	For
BlackRock	2,164,530	0	For
TIAA	1,686,881	0	For
Fidelity	1,242,818	327,259	Mixed
NORTHERN LIGHTS FUND TRUST II	1,507,000	0	For
Dimensional	0	1,147,962	Against
FIRST EAGLE FUNDS	732,821	0	For
Charles Schwab	701,502	0	For
WASATCH FUNDS TRUST	674,000	0	For
American Century	0	523,609	Against
Invesco	311,477	0	For
BRIDGEWAY FUNDS INC	233,900	0	For
Goldman Sachs	177,687	0	For
CLEARWATER INVESTMENT TRUST	143,518	0	For
Voya	139,908	0	For
Equitable	129,136	0	For
QUANTITATIVE MASTER SERIES LLC	98,455	0	For
MASTER INVESTMENT PORTFOLIO	79,243	0	For
EA Series Trust	56,888	0	For
Lincoln Financial	0	56,813	Against
Legg Mason	43,815	0	For
AQR	38,518	0	For
T. Rowe Price	0	35,803	Against
AIG/SunAmerica	26,828	0	For
John Hancock	21,395	0	For

Showing the 25 largest of 50 asset managers. See all 50 in the interactive database.

5. 4. Advisory Resolution Regarding the Compensation of the Company's Named Executive Officers The advisory (non-binding)…

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

89% Approved · of votes cast

FOR 89%

FOR: 34,594,141AGAINST: 4,344,267

Details: description as filed, official tally, votes by 131 asset managers

Description as filed by funds: Approval of an advisory (non- binding) resolution regarding the compensation of our named executive officers, or the Say-on-Pay Proposal.

CARPARTS.COM INC.’s own tally for this item (“4. Advisory Resolution Regarding the Compensation of the Company's Named Executive Officers The advisory (non-binding) vote regarding the compensation of the Company's named executive officers”): 34,594,141 for, 4,344,267 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 4 - Advisory Resolution Regarding the Compensation of the Company's Named Executive Officers The advisory (non-binding) vote regarding the compensation of the Company's named executive officers was approved.”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 49 asset managers voting on “Approval of an advisory (non- binding) resolution regarding the compensation of our named executive officers, ” at CARPARTS.COM INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	4,315,225	0	For
BlackRock	2,164,530	0	For
TIAA	1,686,881	0	For
Fidelity	1,570,077	0	For
NORTHERN LIGHTS FUND TRUST II	1,507,000	0	For
Dimensional	0	1,147,962	Against
FIRST EAGLE FUNDS	732,821	0	For
Charles Schwab	701,502	0	For
WASATCH FUNDS TRUST	674,000	0	For
American Century	523,609	0	For
Invesco	311,477	0	For
BRIDGEWAY FUNDS INC	233,900	0	For
Goldman Sachs	177,687	0	For
CLEARWATER INVESTMENT TRUST	143,518	0	For
Voya	139,908	0	For
Equitable	129,136	0	For
QUANTITATIVE MASTER SERIES LLC	98,455	0	For
MASTER INVESTMENT PORTFOLIO	79,243	0	For
EA Series Trust	0	56,888	Against
Lincoln Financial	46,700	10,113	Mixed
Legg Mason	43,815	0	For
AQR	38,518	0	For
T. Rowe Price	35,803	0	For
AIG/SunAmerica	26,828	0	For
John Hancock	21,395	0	For

Fund voting reports, all 49 managers: 15,539,767 for, 1,249,687 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 100 asset managers voting on “Approval of an advisory (non- binding) resolution regarding the compensation of our named executive officers, ” at CARPARTS.COM INC., 2023-2024
Asset manager	For	Against	Vote
OAKTOP CAPITAL MANAGEMENT II, L.P.	3,725,185	0	For
BlackRock	2,455,326	0	For
Polar Asset Management Partners Inc.	1,918,891	0	For
DE Shaw	1,733,895	0	For
Nuveen	1,721,685	0	For
WASATCH ADVISORS LP	1,350,962	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,171,656	0	For
State Street	947,461	0	For
First Eagle Investment Management, LLC	794,994	0	For
ACADIAN ASSET MANAGEMENT LLC	780,269	0	For
Renaissance	741,732	0	For
Charles Schwab	701,502	0	For
AQR	649,594	0	For
American Century	526,653	0	For
Northern Trust	396,528	114	For
Maryland State Retirement & Pension System	387,202	0	For
Fidelity	330,255	0	For
Invesco	326,217	0	For
ISTHMUS PARTNERS, LLC	0	310,158	Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC	259,993	0	For
BRIDGEWAY CAPITAL MANAGEMENT, LLC	233,900	0	For
MELLON INVESTMENTS Corp	213,125	0	For
Dimensional	0	173,380	Against
Voya	144,670	0	For
State of Tennessee, Department of Treasury	0	135,205	Against

Institutional-manager reports, all 100 managers: 22,570,837 for, 995,440 against, 73,695 abstained. Showing the 25 largest; see all in the interactive database.

6. 3. Ratification of the Selection of Independent Auditors

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.1% Approved · of votes cast

FOR 99.1%

FOR: 46,459,246AGAINST: 388,723

Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: Ratification of the appointment of RSM US, LLP, as independent registered public accounting firm, as independent auditors of the Company for fiscal year 2024.

CARPARTS.COM INC.’s own tally for this item (“3. Ratification of the Selection of Independent Auditors”): 46,459,246 for, 388,723 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 3 - Ratification of the Selection of Independent Auditors The stockholders voted to ratify the selection of RSM US LLP as the Company's independent registered public accounting firm for fiscal year 2024.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 16,732,400 for, 57,054 against.

FOR

FOR: 16,732,400AGAINST: 57,054

Largest asset managers voting on “Ratification of the appointment of RSM US, LLP, as independent registered public accounting firm, as independe” at CARPARTS.COM INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	4,315,225	0	For
BlackRock	2,164,530	0	For
TIAA	1,686,881	0	For
Fidelity	1,570,077	0	For
NORTHERN LIGHTS FUND TRUST II	1,507,000	0	For
Dimensional	1,147,962	0	For
FIRST EAGLE FUNDS	732,821	0	For
Charles Schwab	701,502	0	For
WASATCH FUNDS TRUST	674,000	0	For
American Century	523,609	0	For
Invesco	311,477	0	For
BRIDGEWAY FUNDS INC	233,900	0	For
Goldman Sachs	177,687	0	For
CLEARWATER INVESTMENT TRUST	143,518	0	For
Voya	139,908	0	For
Equitable	129,136	0	For
QUANTITATIVE MASTER SERIES LLC	98,455	0	For
MASTER INVESTMENT PORTFOLIO	79,243	0	For
EA Series Trust	0	56,888	Against
Lincoln Financial	56,813	0	For
Legg Mason	43,815	0	For
AQR	38,518	0	For
T. Rowe Price	35,803	0	For
AIG/SunAmerica	26,828	0	For
John Hancock	21,395	0	For

Showing the 25 largest of 50 asset managers. See all 50 in the interactive database.

Largest CARPARTS.COM INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 56,697,911 shares outstanding at the time of that meeting.

Fund voting reports: top CARPARTS.COM INC. shareholders by shares voted on “Approval of an advisory (non- binding) resolution regarding the compensation of our named…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	7.61%
2	BlackRock	3.82%
3	TIAA	2.98%
4	Fidelity	2.77%
5	NORTHERN LIGHTS FUND TRUST II	2.66%
6	Dimensional	2.02%
7	FIRST EAGLE FUNDS	1.29%
8	Charles Schwab	1.24%
9	WASATCH FUNDS TRUST	1.19%
10	American Century	0.92%

Institutional-manager reports: top CARPARTS.COM INC. shareholders by shares voted on “Approval of an advisory (non- binding) resolution regarding the compensation of our named…”, 2023-2024
#	Asset manager	% of shares outstanding
1	OAKTOP CAPITAL MANAGEMENT II, L.P.	6.57%
2	BlackRock	4.33%
3	Polar Asset Management Partners Inc.	3.38%
4	DE Shaw	3.06%
5	Nuveen	3.04%
6	WASATCH ADVISORS LP	2.38%
7	GEODE CAPITAL MANAGEMENT, LLC	2.07%
8	State Street	1.67%
9	First Eagle Investment Management, LLC	1.40%
10	ACADIAN ASSET MANAGEMENT LLC	1.38%

Reported CARPARTS.COM INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

CARPARTS.COM INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Oaktop Capital Management II, L.P.	6.57%	DEF14A
Vanguard Group	4.50%	13F
BlackRock	3.51%	13F
D.E. Shaw	3.20%	13F
Nuveen	3.04%	13F
David Meniane	2.90%	DEF14A
Dimensional Fund Advisors	2.51%	13F
State Street	1.77%	13F
Renaissance Technologies	1.70%	13F
Millennium Management	1.38%	13F

Percentages above are of 56,697,911 shares outstanding, as reported by CARPARTS.COM INC. on its Form 10-Q dated April 30, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CARPARTS.COM INC.’s 10-Q dated April 30, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At CARPARTS.COM INC.'s shareholder meeting held May 23, 2024, in the 2023-2024 proxy season, 131 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 994 separate fund positions. On the most widely held item on that ballot — Approval of an advisory (non- binding) resolution regarding the compensation of our named… — CARPARTS.COM INC.'s filing reports the proposal as approved, with 89% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: CARPARTS.COM INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 28, 2024.

CARPARTS.COM INC. proxy season coverage: 2023-2024 (this page).

Download data (CSV): ballot items · votes by manager · column guide.