Genuine Parts Company filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$GPC
Automotive Aftermarket
Consumer Discretionary
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
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 | ||||||||
| 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 | ||||||||||||||