🧾 What This Document Is

This is a DEF 14A Proxy Statement, also known as a "proxy." It's a formal document sent to shareholders before an annual meeting. Its job is to inform shareholders about what will be voted on and provide the details they need to make informed decisions. You'll find information on director nominees, executive pay, the company's auditor, and a new employee incentive plan.

🏢 What The Company Does

In simple terms, Dorman Products is a major player in the auto parts aftermarket. They design and supply replacement and upgrade parts for cars, trucks, and specialty vehicles like ATVs. Think of parts that were once only available from the car manufacturer or a junkyard—like oil coolers, window regulators, or complex electronics—Dorman makes and sells those. 👉 They operate in three segments: Light Duty, Heavy Duty, and Specialty Vehicle.

📅 The Annual Meeting Details

Your vote matters! Here’s the key info for the meeting:

• 🗓️ Date & Time: Friday, May 15, 2026, at 8:30 a.m. EDT
• 💻 Format: Virtual-only via live webcast. No in-person attendance.
• 🔗 Webcast Link: www.virtualshareholdermeeting.com/DORM2026
• 🗳️ Record Date: To vote, you must have owned shares by March 25, 2026.
• ✋ Ways to Vote: Online, by mail, or by phone (1-800-690-6903).

👥 Proposal I: Meet the Director Nominees

Shareholders will vote to elect eight directors. The board recommends voting FOR all of them. Here’s a quick snapshot:

• Kevin M. Olsen (Chairman, CEO): The company leader since 2019. Brings deep operational and financial experience.
• Lisa M. Bachmann: Former retail executive from Big Lots. Expert in operations, merchandising, and cybersecurity oversight.
• Steven L. Berman (Founder): A founder with over 40 years of industry and company-specific knowledge.
• John J. Gavin (Compensation Chair): Experienced with private equity, M&A, and governance. Former CPA.
• Richard T. Riley (Lead Director): The lead independent director. Has a strong background in finance, operations, and the auto industry.
• Kelly A. Romano: Former senior executive at United Technologies. Brings expertise in strategy, M&A, and technology.
• G. Michael Stakias (Governance Chair): Background in private equity law and corporate governance.
• J. Darrell Thomas: Former Treasurer of Harley-Davidson. Expert in finance, capital markets, and risk management.

⚖️ Corporate Governance Highlights

Dorman emphasizes strong, independent oversight. Key features include:

• 👍 Independent Majority: 6 of 8 director nominees are independent.
• 👍 Independent Committees: All board committees (Audit, Compensation, Governance) are made up of independent directors.
• 👍 Lead Director: Richard T. Riley serves as a powerful independent counterbalance to the combined Chairman/CEO role.
• 👍 Annual Elections & Majority Vote: Directors are elected yearly and must receive a majority of votes cast to win.
• 👍 Risk Oversight: The board actively oversees major risks, from finances and cybersecurity to executive compensation.

💰 Proposal II: "Say-on-Pay" Vote

Shareholders are asked to approve, on an advisory (non-binding) basis, the compensation of the company's named executive officers. This is a standard "say-on-pay" vote. The board and compensation committee value shareholder feedback but are not obligated to act based on the result. The board recommends a FOR vote.

🔍 Proposal III: Ratify the Auditor

The Audit Committee has appointed KPMG LLP as the independent accounting firm for 2026. Shareholders are asked to ratify this choice. This is a routine "housekeeping" proposal. The board recommends a FOR vote.

💼 Proposal IV: New Incentive Plan (The Big Change)

This is a key proposal. The company is asking shareholders to approve the 2026 Omnibus Incentive Plan to replace its expiring 2018 plan. This plan grants stock awards to employees and directors to align their interests with shareholders.

• Why it Matters: It ensures the company can continue to attract and retain talent using equity compensation.
• Key Numbers:
  • New Share Pool: 1,543,000 shares.
  • Added from Old Plan: 127,563 unused shares.
  • Potential Dilution (Overhang): The total pool represents about 5.2% of diluted shares, which the board deems reasonable.
  • Burn Rate: The 3-year average rate of share usage was 0.51%.
• Plan Features: Allows for various awards (options, restricted stock, etc.), has a 10-year term, and includes a $750,000 annual limit on awards to non-employee directors.

🔮 What's Next

The annual meeting on May 15, 2026, will address all four proposals. Approval of the new incentive plan (Proposal IV) is crucial for the company's future compensation strategy. The results of the say-on-pay vote (Proposal II) will be reviewed by the Compensation Committee.

⚖️ The Big Picture: Strengths & Risks

• 👍 Strengths: Strong corporate governance with independent oversight, a clear and experienced board slate, and a transparent compensation plan designed to retain talent.
• ⚠️ Risks: The new incentive plan, if approved, will cause some shareholder dilution. The company must carefully manage its equity burn rate to be responsible stewards of shareholder capital.

🧠 The Analogy

Think of this proxy statement like the owner's manual and maintenance schedule for your car (your investment). It tells you who is under the hood (the directors), how much it costs to keep the expert mechanics (executives) motivated, and whether you should approve the plan to keep buying new tools (the incentive plan) to keep the car running smoothly for the next 10 years. Your vote is your way of saying, "I trust the maintenance plan," or "I think we need a second opinion."

🧩 Final Takeaway

Dorman Products is holding a routine but important shareholder meeting. The key items are electing a proven board, checking in on executive pay, and—most significantly— approving a new long-term incentive plan to secure future leadership talent. The board's strong independent structure and transparent proposals aim to assure shareholders of responsible governance.