Motorcar Parts of America (MPAA) Proxy filing summary

Executive summary

• Fiscal 2026 saw significant growth, with new business commitments in brake-related products and expansion into the Mexican and Malaysian markets.

• Acquisition of Centric Parts' intellectual property post-year-end is expected to boost the brake business.

• The company’s customer base and product lines continue to diversify, supporting long-term profitability.

• Industry tailwinds include a growing vehicle base and increasing average vehicle age, supporting demand for replacement parts.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight directors for a one-year term.

• Ratification of Ernst & Young LLP as independent auditors for fiscal year ending March 31, 2027.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the Second Amendment to the 2022 Incentive Award Plan, increasing shares reserved for equity awards.

• Procedures for shareholder proposals and communications with the board are outlined.

Board of directors and corporate governance

• Board consists of eight nominees, with 75% independence and diverse backgrounds in finance, operations, and industry.

• Annual election of directors, single class of voting stock, and majority voting standard for uncontested elections.

• Lead Independent Director role established; board committees are fully independent.

• Board refreshment and performance evaluations are ongoing, with no term limits but periodic refreshment.