Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As noted below, on May 25, 2023, the shareholders of CarParts.com, Inc. (the "Company") approved the amendment of the CarParts.com, Inc. 2021 Employee Stock Purchase Plan (the "Plan") to increase the number of shares of common stock reserved for issuance under the plan by 500,000 shares.

The Plan is described in more detail in the Company's 2023 Proxy Statement, which was filed with the Securities and Exchange Commission on April 28, 2023. The Plan is intended to provide employees with an opportunity to purchase shares of the Company's common stock at a discount. Subject to adjustment as described in the Plan, the maximum number of shares that may be issued under the Plan, as amended, is 750,000 shares.

The foregoing description and the summary contained in the Company's 2023 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1.

Item 5.07. Submission of Matters to a Vote of Security Holders

On May 25, 2023, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 56,109,263 shares of the Company's common stock were entitled to vote as of March 28, 2023, the record date for the Annual Meeting. There were 49,227,384 shares present in person or by proxy at the Annual Meeting, at which the Company's stockholders were asked to vote on five proposals. The proposals are described in more detail in the Company's definitive proxy statement dated April 28, 2023 for the Annual Meeting. Set forth below are the matters acted upon by the Company's stockholders at the Annual Meeting, and the final voting results of each such proposal.

Proposal No. 1 - Election of Directors

The stockholders elected two Class II directors to serve a three-year term, until the Company's 2025 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The results of the vote were as follows:



                 For       Withheld    Broker Non-Votes

Nanxi Liu 36,477,811 758,084 11,991,489 Henry Maier 34,009,906 3,225,989 11,991,489

Proposal No. 2 - 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 2023. The results of the vote were as follows:





   For        Against    Abstaining   Broker Non-Votes
47,595,674   1,589,136     42,574            -

Proposal No. 3 - 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. The results of the advisory (non-binding) vote were as follows:



   For        Against    Abstaining Broker Non-Votes
33,967,476   2,974,967    293,452      11,991,489

Proposal No. 4 - Advisory Vote on the Frequency of the Future Advisory Votes Regarding the Compensation of the Company's Named Executive Officers

The advisory (non-binding) vote on the frequency of the advisory vote regarding the compensation of the Company's named executive officers was approved. The results of the advisory (non-binding) vote were as follows:





  1 Year     2 Years    3 Years    Abstaining
29,173,018   68,298    7,646,234    348,295

Proposal No. 5 - Approval of the Amendment of the Company's 2021 Employee Stock Purchase Plan

The stockholders voted to approve the amendment of the Company's 2021 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance under the Plan by 500,000 shares:

For Against Abstaining Broker Non-Votes 35,728,825 1,455,970 51,100 11,991,489

Board Decision on Frequency of Say-on-Pay

Based on these results, the Board of Directors determined that the Company will conduct future advisory (non-binding) votes regarding the compensation of the Company's named executive officers annually.

No other matters were presented for stockholder approval at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.    Description
10.1             CarParts.com, Inc. 2021 Employee Stock Purchase Plan, as amended

104            Cover Page Interactive Data File - the cover page interactive data
               file does not appear in the Interactive Data File because its XBRL
               tags are embedded within the Inline XBRL document.

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