8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Apr 30, 2024 · 2y ago · Accession 0000040987-24-000070
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
April 29, 2024
Date of Report (date of earliest event reported)
GENUINE PARTS CO MPANY
(Exact name of registrant as specified in its charter)
GA 001-05690 58-0254510
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
2999 WILDWOOD PARKWAY,
ATLANTA, GA 30339
(Address of principal executive offices) (Zip Code)
( 678 ) 934-5000
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CF.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 par value per share GPC New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2024, the Company issued a press release announcing that its shareholders elected Mr. Charles “Chuck” K. Stevens as a new director of the Company. Additionally, Mr. E. Jenner Wood has retired as a director.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Shareholders of Genuine Parts Company (the "Company") was held on April 29, 2024 to: (1) elect each of the persons listed to serve as a director of the Company with terms to expire at the 2025 Annual Meeting; (2) approve, on an advisory basis, the Company’s executive compensation (“Say-on-Pay”); (3) approve an amendment to the Company's 2015 Incentive Plan to extend its term, and (4) ratify the selection of Ernst & Young LLP as independent auditors of the Company for 2024.
The results of the vote of the Company's shareholders for each proposal:
Proposal 1: The following nominees were elected to serve as members of the Company's Board of Directors until the 2025 Annual Meeting:
Name
For
Withheld
Broker Non-Votes
Elizabeth W. Camp
105,109,428 1,442,365 14,375,460
Richard Cox, Jr.
105,250,172 1,301,621 14,375,460
Paul D. Donahue 99,543,362 7,008,431 14,375,460
Gary P. Fayard
104,706,168 1,845,625 14,375,460
P. Russell Hardin
96,510,575 10,041,218 14,375,460
John R. Holder
102,615,691 3,936,102 14,375,460
Donna W. Hyland
97,552,068 8,999,725 14,375,460
John D. Johns
100,841,140 5,710,653 14,375,460
Jean-Jacques Lafont 104,073,089 2,478,705 14,375,460
Robert C. “Robin” Loudermilk, Jr.
100,418,984 6,132,809 14,375,460
Wendy B. Needham
101,431,157 5,120,636 14,375,460
Juliette W. Pryor 101,835,314 4,716,479 14,375,460
Darren Rebelez 104,441,071 2,110,722 14,375,460
Chuck K. Stevens, III
105,332,794 1,218,999 14,375,460
Proposal 2: An advisory vote on executive compensation ("Say-on-Pay") was approved.
For Against Abstain Broker Non-Votes
97,534,291 8,704,755 312,747 14,375,460
Proposal 3: An amendment to the Company's 2015 Incentive Plan to extend its term for an additional ten-year period was approved.
For Against Abstain Broker Non-Votes
102,771,603 3,443,929 336,260 14,375,460
Proposal 4: The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2024 was ratified.
For Against Abstain Broker Non-Votes
114,898,631 5,908,848 119,774 —
Item 8.01 Other Events
On April 30, 2024, the Board of Directors of the company declared a regular quarterly cash dividend of one dollar ($1.00) per share on the company’s common stock. The dividend is payable on July 1, 2024 to shareholders of record on June 7, 2024.
A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release dated April 30, 2024
104 The cover page from this current report on Form 8-K, formatted in inline XBRL
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Genuine Parts Company
Date: April 30, 2024 By: /s/ Bert Nappier
Name: Bert Nappier
Title: Executive Vice President and CFO
Filing details
- Company
- GENUINE PARTS CO
- Ticker
- GPC
- CIK
- 40987
- Form type
- 8-K
- Filing date
- Apr 30, 2024
- Report date
- Apr 29, 2024
- Document
- gpc-20240429.htm
- Size
- 211 KB