Advance Auto Parts, Starboard Value agree on board members

Advance Auto Parts entered into an agreement with Starboard Value LP and its affiliates, which has an ownership stake of approximately 3.7 percent of Advance Auto Parts’ shares, regarding the membership and composition of the Advance Auto Parts Board of Directors. 


Under the terms of the agreement, Jeffrey C. Smith, Starboard’s CEO and Chief Investment Officer, has been appointed to the Advance Auto Parts Board, effective immediately, and the size of the Board has been expanded from 12 to 13 members. Smith will serve as chair of the Nominating and Corporate Governance Committee and will also be a member of the Compensation and Finance Committees.

In addition, Starboard will designate two independent directors to be added to the Advance Auto Parts Board as soon as practical. The company will name two additional independent directors designated by the Nominating and Corporate Governance Committee for election at the company’s 2016 annual meeting. It is expected that following the 2016 annual meeting the Board will have 12 or 13 members. 


“We are pleased to welcome Jeff Smith to the Advance Auto Parts Board,” said Jack Brouillard, who has been named Executive Chairman. “Jeff is a respected leader, investor, and valued board member. We welcome his insights, and the Board and I look forward to working closely together as we successfully execute on our strategic objectives.” 


Smith said, “I am pleased to join the Advance Auto Parts Board. Advance Auto Parts is a terrific company which is well positioned to be even more successful with best in class execution. I look forward to working constructively with my fellow Board members and the management team to help take advantage of the tremendous opportunity to continue growing shareholder value.” 


As part of the agreement, Starboard has agreed to vote all of its shares in favor of the company’s nominees at the 2016 Annual Meeting as well as other customary standstill and voting commitments. The full agreement between Advance Auto Parts and Starboard will be filed with the Securities and Exchange Commission.

Jeffrey C. Smith biography

Jeffrey Smith is Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value LP. Prior to founding Starboard Value LP, Smith was a Partner and Managing Director of Ramius LLC, a subsidiary of the Cowen Group, Inc., and the Chief Investment Officer of the Ramius Value and Opportunity Master Fund Ltd. Smith was also a member of Cowen’s Operating Committee and Cowen’s Investment Committee. Prior to joining Ramius in January 1998, he served as Vice President of Strategic Development and a member of the Board of Directors of The Fresh Juice Company, Inc. Smith began his career in the Mergers and Acquisitions department at Société Générale. Smith is currently Chairman of the Board of Darden Restaurants, Inc. and was formerly Chairman of the Board of Phoenix Technologies Ltd. and formerly on the Boards of Quantum Corporation, Office Depot, Regis Corporation, Surmodics Inc., Zoran Corporation, Actel Corporation, Kensey Nash Corp., S1 Corp and the Fresh Juice Company. Smith graduated from The Wharton School of Business at The University of Pennsylvania, where he received a B.S. in Economics.

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