Motorcar Parts of America (MPAA) Proxy filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight directors, all recommended by the board for approval.

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

• An advisory vote will be held to approve executive compensation for named executive officers.

• Approval of the Second Amendment to the 2022 Incentive Award Plan is proposed.

• Other business may be addressed as appropriate during the meeting or any adjournment.

Board of directors and corporate governance

• Eight nominees are up for election to the board, including Selwyn Joffe, Dr. David Bryan, Joseph Ferguson, Philip Gay, Jeffrey Mirvis, Anil Shrivastava, Douglas Trussler, and Barbara L. Whittaker.

Executive compensation and say-on-pay

• Shareholders will cast a non-binding advisory vote on the compensation of named executive officers.

• A proposal seeks approval for the Second Amendment to the 2022 Incentive Award Plan.