DEFA14A: Additional definitive proxy soliciting materials and Rule 14(a)(12) material
Published on
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No.)
Filed by
the Registrant ¨
Filed by
a Party other than the Registrant x
Check the
appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to § 240.14a-12
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Dorman
Products, Inc.
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(Name
of Registrant as Specified In Its Charter)
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Not Applicable
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box)
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x
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No
fee required.
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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¨
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Fee
paid previously with preliminary
materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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DORMAN
PRODUCTS, INC.
3400
EAST WALNUT STREET
COLMAR,
PENNSYLVANIA 18915
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Richard N. Berman and Steven L. Berman, or either of
them, as Proxies, each with the power to appoint his substitute, and hereby
authorizes either of them to represent and to vote, as designated below, all the
shares of common stock of Dorman Products, Inc. (“our” or the “Company”) held of
record on March 27, 2009 by the undersigned, at the Annual Meeting of
Shareholders to be held on May 20, 2009 or any adjournment thereof.
This
proxy, when properly executed, will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will
be voted (i) “FOR” the election of our six nominees for directors
listed in our proxy materials; (ii) “FOR” the ratification of KPMG LLP as the
Company’s independent registered public accounting firm for the 2009 fiscal
year; and (iii) “FOR” the approval of the 2008 Stock Option and Stock Incentive
Plan. Discretionary authority is conferred by this proxy as to
certain matters as described in our Proxy Statement. At the present
time, the Board of Directors knows of no other business to be presented at the
Annual Meeting.
1. Election
of six directors, each to serve for a term of one year to expire at the next
annual meeting of shareholders and until his successor has been selected and
qualified.
01
- -Richard N. Berman 02 - Steven L.
Berman 03- George L.
Bernstein 04 - John F. Creamer, Jr. 05 -
Paul R. Lederer 06 - Edgar W. Levin
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FOR ALL
NOMINEES
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WITHHOLD FOR ALL
NOMINEES
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FOR ALL NOMINEES EXCEPT – To
withhold a vote for one or more nominees, mark the box to the left and the
corresponding numbered boxes
below
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01
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02
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03
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04
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05
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06
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2. Ratification
of KPMG LLP as the Company’s independent registered public accounting
firm for the 2009 fiscal year.
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FOR
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AGAINST
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ABSTAIN
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3. Approval
of the 2008 Stock Option and Stock Incentive Plan.
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FOR
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AGAINST
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ABSTAIN
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4. Any
other business as may properly come before the Annual Meeting.
Please
indicate if you plan to attend this meeting ¨ YES ¨ NO
The
undersigned hereby acknowledges notice and/or receipt of our 2008 Annual Report
to Shareholders, Notice of our Annual Meeting of Shareholders and the Proxy
Statement relating thereto.
Date: ____________________________,
2009
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Signature
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Signature
if held jointly
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This
Proxy Must be Signed
Exactly
as Name Appears Hereon
Executors,
administrators, trustees, etc., should give full title as such. If the signer is
a corporation, please sign full
corporate
name by duly authorized officer. If shares are registered in more
than one name, all owners should sign.
IF
VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY.
YOUR
VOTE IS IMPORTANT
VOTE
TODAY IN ONE OF THREE WAYS
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1.
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VOTE
BY INTERNET:
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Log-on
to www.votestock.com
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Enter
your control number printed below
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Voter
your proxy by checking the appropriate
boxes
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Click
on “Accept Vote”
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OR
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2.
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VOTE BY
TELEPHONE: After you call the phone number below, you
will be asked to enter the control number at the bottom of the
page. You will need to respond to only a few simple
prompts. Your vote will be confirmed and cast as
directed.
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Call
toll-free in the U.S. or Canada at
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1-866-578-5350
on a touch-tone telephone.
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OR
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3.
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VOTE BY
MAIL: If you do not wish to Vote over the Internet or by
telephone, please complete, sign, date and return the accompanying proxy
card.
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YOUR
CONTROL NUMBER IS:
_______________________________________
You may
vote by Internet or telephone 24 hours a day, 7 days a week. Internet
and telephone voting is available through
11:59
p.m., prevailing time, on May 19, 2009.
Your
Internet or telephone vote authorizes the named proxies to vote in the same
manner as if you marked, signed and returned
your
proxy card.