Enters into Cooperation Agreement with Third
Point LLC and Saddle Point Management L.P.
Advance Auto Parts, Inc. (NYSE: AAP), a leading automotive
aftermarket parts provider in North America that serves both
professional installer and do-it-yourself customers, today
announced that it has appointed A. Brent Windom, Gregory L. Smith
and Thomas W. Seboldt as independent directors to the Advance Auto
Parts board, effective immediately. In connection with these
appointments, the company has entered into a cooperation agreement
with Third Point LLC (together with its affiliates, “Third Point”)
and Saddle Point Management, L.P. (together with its affiliates,
“Saddle Point”).
“We are pleased to welcome Brent, Greg and Tom to the Advance
Auto Parts board,” said Gene Lee, independent chair of the board of
directors. “These directors’ automotive industry and supply chain
experience will help us progress in our plan to return the company
to profitable growth. With new management in place, important
strategic actions underway, and an enhanced board, we are confident
that Advance is on the right path to create significant long-term
value for shareholders.”
“At Advance, our board prioritizes ongoing refreshment to help
ensure we have the right expertise and experience to oversee our
strategy while profitably growing our business,” said Shane
O'Kelly, president and chief executive officer. “As we continue our
operational initiatives focusing on the fundamentals, improving our
competitive position, and serving our customers better than anyone
else, including through the consolidation of our supply chain to a
single unified network, we look forward to benefiting from our new
directors’ extensive industry relationships and experience.”
“These three directors bring essential operational experience
and industry expertise to support Shane as he executes on an
ambitious agenda,” said Daniel S. Loeb, chief executive officer of
Third Point. “With fresh perspectives in the C-suite and board room
and a long runway for growth, we believe Advance is well positioned
to create meaningful value for shareholders.”
“Advance has enormous potential to deliver better results for
customers, suppliers, team members, and shareholders. The company's
collaborative and focused approach is a key enabling factor for
success," said Roy J. Katzovicz, chief executive officer of Saddle
Point Management, L.P.
The full cooperation agreement, which contains customary
standstill, voting and other provisions, will be filed by the
company with the U.S. Securities and Exchange Commission as an
exhibit to a Current Report on Form 8-K. Additionally, Legion
Partners Holdings, LLC (together with its affiliates, “Legion”),
another Advance Auto Parts shareholder, has indicated its support
for the additions of Mr. Windom, Mr. Smith and Mr. Seboldt to the
company’s board of directors.
With the appointments announced today, the company’s board will
temporarily expand to 12 directors. At the 2024 annual meeting
scheduled for May 22, 2024, 11 director nominees are expected to
stand for election to the Advance Auto Parts board, including the
three newly appointed directors.
Advisors
Centerview Partners LLC is acting as financial advisor to
Advance Auto Parts and Hogan Lovells US LLP is acting as legal
counsel. Willkie Farr & Gallagher LLP is acting as legal
counsel to Third Point and Saddle Point, and Proskauer Rose LLP is
acting as legal counsel to Saddle Point.
About A. Brent Windom
Brent Windom, 63, is an experienced automotive industry
executive, having spent nearly four decades working in roles across
the sector. Most recently, Mr. Windom served as President and Chief
Executive Officer of Uni-Select Inc., a leading automotive
refinish, industrial coatings and automotive aftermarket parts
distributor. Previously, Mr. Windom was President and COO of
Canadian Automotive Group from July 2017 to May 2019, as well as
president and Chief Executive Officer of Auto Plus ǀ Pep Boys,
which was formed following Icahn Enterprises L.P.’s acquisition of
Uni-Select USA, Inc. and Beck/Arnley Worldparts, Inc. Prior to
joining IEH Auto Parts, Mr. Windom spent 10 years with Uni-Select,
where he held positions of increasing responsibility including
President and Chief Operating Officer, Uni-Select USA.
About Gregory L. Smith
Gregory L. Smith, 60, is a proven supply chain expert with
nearly 30 years of experience across a variety of industries. Mr.
Smith currently serves as Executive Vice President, Global
Operation and Supply Chain of Medtronic plc. Prior to joining
Medtronic in 2021, Mr. Smith was Executive Vice President, Supply
Chain of Walmart Inc. from 2017 to 2021 and Senior Vice President,
Global Operations of The Goodyear Tire and Rubber Company from 2011
to 2016. Earlier in his career, Mr. Smith spent a decade with
Conagra Foods, Inc., where he served in several leadership
positions, including Executive Vice President, Supply Chain. He
previously held roles with United Signature Foods LLC and Aurora
Foods Inc.
About Thomas W. Seboldt
Thomas W. Seboldt, 57, is a seasoned automotive executive with
over three decades of industry experience. Mr. Seboldt spent the
vast majority of his career with O’Reilly Automotive, Inc., where
he held several titles of increasing responsibility, including Vice
President, Merchandising. Mr. Seboldt has also served on the Board
of prominent industry associations including the California
Automotive Wholesalers' Association (“CAWA”) and the Auto Care
Association. During his tenure on the CAWA Board, Mr. Seboldt has
served in a variety of positions, including as President, Vice
President, Executive Committee member and Treasurer.
About Advance Auto Parts
Advance Auto Parts, Inc. is a leading automotive aftermarket
parts provider that serves both professional installer and
do-it-yourself customers. As of December 30, 2023, Advance operated
4,786 stores and 321 Worldpac branches primarily within the United
States, with additional locations in Canada, Puerto Rico and the
U.S. Virgin Islands. The company also served 1,245 independently
owned Carquest branded stores across these locations in addition to
Mexico and various Caribbean islands. Additional information about
Advance, including employment opportunities, customer services, and
online shopping for parts, accessories and other offerings can be
found at www.AdvanceAutoParts.com.
Forward-Looking Statements
Certain statements herein are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are usually identifiable by
words such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “forecast,” “guidance,” “intend,” “likely,” “may,”
“plan,” “position,” “possible,” “potential,” “probable,” “project,”
“should,” “strategy,” “will,” or similar language. All statements
other than statements of historical fact are forward-looking
statements, including, but not limited to, statements about our
strategic initiatives, operational plans and objectives, corporate
governance, board performance, director nominees at the 2024 annual
meeting of stockholders, expectations for economic conditions,
future business results and future financial performance, as well
as statements regarding underlying assumptions related thereto.
Forward-looking statements reflect our views based on historical
results, current information and assumptions related to future
developments. Except as may be required by law, the company
undertakes no obligation to update any forward-looking statements
made herein. Forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results to differ
materially from those projected or implied by the forward-looking
statements. They include, among others, factors related to the
company’s leadership transition, the timing and implementation of
our initiatives, our potential divestiture of Worldpac and the
company's Canada business, our ability to hire, train and retain
qualified employees, deterioration of general macroeconomic
conditions, the highly competitive nature of our industry, demand
for our products and services, complexities in our inventory and
supply chain and challenges with transforming and growing our
business. Please refer to “Item 1A. Risk Factors” of our most
recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission (“SEC”), as updated by our subsequent filings
with the SEC, for a description of these and other risks and
uncertainties that could cause actual results to differ materially
from those projected or implied by the forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240311456839/en/
Investor Relations Contact: Elisabeth Eisleben T: (919)
227-5466 E: invrelations@advanceautoparts.com
Media Contact: Darryl Carr T: (984) 389-7207 E:
AAPCommunications@advance-auto.com
Additional Media Contacts: Andrew Siegel / Leigh Parrish
Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 Media
Contact for Third Point: Elissa Doyle Chief Communications
Officer & Head of ESG Engagement (212) 715-4907
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