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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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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
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