8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Apr 29, 2025 · 1y ago · Accession 0000040987-25-000073
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 28, 2025
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 29, 2025, Genuine Parts Company (the "Company") issued a press release announcing that its shareholders elected Ms. Laurie Schupmann as a new director of the Company. Additionally, Ms. Elizabeth W. Camp, Mr. Gary P. Fayard, Mr. John D. Johns and Ms. Wendy B. Needham have retired as directors.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's 2025 Annual Meeting of Shareholders was held on April 28, 2025 to: (1) elect each of the nominees to serve as directors of the Company with terms to expire at the 2026 Annual Meeting of Shareholders; (2) approve, on an advisory basis, the compensation of the Company’s named executive officers; (3) approve an amendment to the Company's amended and restated articles of incorporation to implement a plurality voting standard in contested director elections and remove obsolete director classification provisions; (4) ratify the selection of Ernst & Young LLP as independent auditors of the Company for fiscal 2025, and (5) vote on a shareholder proposal seeking a report on the effectiveness of the Company's diversity, equity and inclusion efforts.
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 2026 Annual Meeting of Shareholders:
Name
For
Against
Abstain Broker Non-Votes
Richard Cox, Jr.
108,539,235 595,233 136,548 13,182,437
Paul D. Donahue 104,993,434 4,134,171 143,411 13,182,437
P. Russell Hardin
98,287,269 10,847,039 136,708 13,182,437
John R. Holder
100,669,720 8,460,971 140,325 13,182,437
Donna W. Hyland
106,567,513 2,544,639 158,864 13,182,437
Jean-Jacques Lafont 107,751,918 1,356,164 162,934 13,182,437
Robert C. “Robin” Loudermilk, Jr.
91,902,699 16,941,609 426,708 13,182,437
Juliette W. Pryor 106,726,836 2,317,895 226,285 13,182,437
Darren Rebelez 106,434,362 2,643,863 192,791 13,182,437
Laurie Schupmann 108,304,074 809,115 157,827 13,182,437
William P. Stengel, II 107,680,060 1,451,559 139,397 13,182,437
Chuck K. Stevens, III
108,639,345 494,546 137,125 13,182,437
Proposal 2: An advisory vote on the compensation of the Company's named executive officers was approved.
For Against Abstain Broker Non-Votes
103,105,776 5,902,930 262,310 13,182,437
Proposal 3: An amendment to the Company's amended and restated articles of incorporation to implement a plurality voting standard in contested director elections and remove obsolete director classification provisions was approved.
For Against Abstain Broker Non-Votes
108,657,679 442,584 170,753 13,182,437
Proposal 4: The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2025 was ratified.
For Against Abstain Broker Non-Votes
116,770,313 5,548,254 134,886 —
Proposal 5: A shareholder proposal seeking a report on the effectiveness of the Company's diversity, equity and inclusion efforts was rejected.
For Against Abstain Broker Non-Votes
19,248,383 84,672,725 5,349,908 13,182,437
Item 8.01 Other Events
On April 28, 2025, the Board of Directors of the Company declared a regular quarterly cash dividend of one dollar and three cents ($1.03) per share on the Company’s common stock. The dividend is payable on July 2, 2025 to shareholders of record on June 6, 2025.
A copy of the press release is filed 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 29, 2025
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 29, 2025 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 29, 2025
- Report date
- Apr 28, 2025
- Document
- gpc-20250428.htm
- Size
- 312 KB