SEC Comment Letter for CarParts.com, Inc. (PRTS) (CIK 0001378950) (PRTS) — May 24, 2018
CarParts.com, Inc. (PRTS) (CIK 0001378950)
Date: May 24, 2018 · CIK: 0001378950 · Accession: 0000000000-18-016191
AI Filing Summary & Sentiment
Reasoning
Letter
May 24 , 2018 David Eisler SVP, Chief Legal and Administrative Officer U.S. Auto Parts Network, Inc. 16941 Keegan Avenue Carson, CA 90746
Re: U.S. Auto Parts Network, Inc. Preliminary Proxy Statement on Schedule 14A Filed May 17, 2018 File No. 00 1-33264
Dear Mr. Eisler :
We have review ed the filing referenced above and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand the disclosure.
Please respond to this letter by amending the filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to the facts a nd circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to the filing and the information you provide in response to these comments, we may have additional comments. Please note t hat capitalized terms used but not defined herein have the meanings ascribed to them in the filing.
Voting; Quorum, page 1
1. We note the parenthetical disclosure on page 2 that indicates that nominees other than broker nominees are able to cast broker non -votes. Please advise us of the support on which the Company relied to conclude that non -broker nominees may remain eligible to submit broker non-votes, or otherwise revise to clarify that only a broker may submit a broker non -vote.
Preliminary Proxy Card
2. We note the following text on the proxy card, which appears to be incomplete: “NOTE: Such other business, if any, as may properly come before the Annual Meeting, or any adjournment, postponement or extension thereof.” Please clarify the meaning of this t ext. If the intention is to reserve the designated proxies’ right to use discretionary authority , please make a clear statement to that effect and indicate that such authority is limited by Rule 14a - 4(c).
David Eisler U.S. Auto Parts Network, Inc . May 24 , 2018 Page 2
Please contact David Plattner, Special Counsel, at (202) 551 -8094, or me , at (202) 551- 3589 , if you have any questions regarding our comments.
Sincerely,
/s/ Tiffany Piland Posil
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May 24 , 2018 David Eisler SVP, Chief Legal and Administrative Officer U.S. Auto Parts Network, Inc. 16941 Keegan Avenue Carson, CA 90746 Re: U.S. Auto Parts Network, Inc. Preliminary Proxy Statement on Schedule 14A Filed May 17, 2018 File No. 00 1-33264 Dear Mr. Eisler : We have review ed the filing referenced above and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand the disclosure. Please respond to this letter by amending the filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to the facts a nd circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to the filing and the information you provide in response to these comments, we may have additional comments. Please note t hat capitalized terms used but not defined herein have the meanings ascribed to them in the filing. Voting; Quorum, page 1 1. We note the parenthetical disclosure on page 2 that indicates that nominees other than broker nominees are able to cast broker non -votes. Please advise us of the support on which the Company relied to conclude that non -broker nominees may remain eligible to submit broker non-votes, or otherwise revise to clarify that only a broker may submit a broker non -vote. Preliminary Proxy Card 2. We note the following text on the proxy card, which appears to be incomplete: “NOTE: Such other business, if any, as may properly come before the Annual Meeting, or any adjournment, postponement or extension thereof.” Please clarify the meaning of this t ext. If the intention is to reserve the designated proxies’ right to use discretionary authority , please make a clear statement to that effect and indicate that such authority is limited by Rule 14a - 4(c). David Eisler U.S. Auto Parts Network, Inc . May 24 , 2018 Page 2 Please contact David Plattner, Special Counsel, at (202) 551 -8094, or me , at (202) 551- 3589 , if you have any questions regarding our comments. Sincerely, /s/ Tiffany Piland Posil Tiffany Piland Posil Special Counsel Office of Mergers and Acquisitions