Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Motorcar Parts of America, Inc. (the "Company") was held on September 2, 2020 (the "Meeting").

At the Meeting, the Company's Shareholders voted on proposals to: (i) elect directors; (ii) ratify the appointment of Ernst & Young LLP as the Company's independent registered public accountants for the fiscal year ending March 31, 2021; (iii) approve on a non-binding advisory basis the compensation of our named executive officers, and (iv) approve the Fourth Amended and Restated 2010 Incentive Award Plan.

All nominees for election to the Board of Directors of the Company as directors were elected to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until the earlier of such director's death, resignation or removal. The Shareholders also ratified the selection of the independent registered public accountants. The Shareholders approved on a non-binding advisory basis the compensation of our named executive officers. The Shareholders approved the Fourth Amended and Restated 2010 Incentive Award Plan.

The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal are set forth below:

Proposal 1-Election of Directors



Nominee           Shares For Shares Against Shares Withheld Broker Non-Votes



Selwyn Joffe      15,051,457   2,342,096        21,466         1,038,388
Scott Adelson     15,095,235   2,298,318        21,466         1,038,388
Rudolph Borneo    14,327,890   3,065,163        21,966         1,038,388
David Bryan       14,492,072   2,900,981        21,966         1,038,388
Joseph Ferguson   17,326,709     66,344         21,966         1,038,388
Philip Gay        14,352,834   3,040,219        21,966         1,038,388
Duane Miller      12,274,452   5,119,101        21,466         1,038,388
Jeffrey Mirvis    14,408,203   2,984,850        21,966         1,038,388
Barbara Whittaker 14,497,669   2,896,084        21,266         1,038,388

Proposal 2 - Ratification of Ernst & Young LLP

Shares For Shares Against Shares Abstaining



18,336,876    112,432           4,099

Proposal 3 - Advisory Vote on the Compensation of our Named Executive Officers

Shares For Shares Against Shares Abstaining Broker Non-Votes



11,226,737   6,125,557         62,725          1,038,388

Proposal 4 - Fourth Amended and Restated 2010 Incentive Award Plan

Shares For Shares Against Shares Abstaining Broker Non-Votes

13,656,081 3,734,059 24,879 1,038,388

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