Genuine Parts Company filed SEC Form 8-K: Regulation FD Disclosure
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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 June 9, 2025, Genuine Parts Company (the “Company”) announced that Randy Breaux will be retiring as Group President, GPC North America, effective as of August 1, 2025 (the “Effective Date”), but will remain a strategic advisor to Will Stengel, the Company’s President and Chief Executive Officer, through December 31, 2025 in order to assist with an orderly transition.
In connection with Mr. Breaux’s pending retirement, the Board of Directors of the Company has appointed Alain Masse to the newly created position of President, North American Automotive, effective as of the Effective Date. In this role, Mr. Masse will be responsible for overseeing the Company’s automotive business across North America, while Mr. James Howe, President of the Company’s wholly-owned subsidiary, Motion Industries, Inc., will continue to be responsible for overseeing the Company’s industrials business across North America. Mr. Masse and Mr. Howe will both report directly to Mr. Stengel.
Since 2014, Mr. Masse, age 56, has served as President of UAP Inc. (“UAP”), the Company’s Canadian distributor and merchandiser of automotive parts for cars and heavy vehicles. Mr. Masse joined UAP in 2011 and, since then, has served in various leadership positions, including Executive Vice President, NAPA Canada and Executive Vice President, Heavy Vehicle Parts.
In connection with Mr. Masse’s appointment, Mr. Masse will receive an annual base salary of $650,000 and a short-term incentive target for fiscal year 2025 equal to 90% of his base salary, in each case, pro-rated as of the Effective Date. Mr. Masse also will receive a one-time restricted stock unit grant of $355,000 on the Effective Date that will vest ratably over a three-year period, as well as a long-term incentive award for fiscal year 2026 consisting of restricted stock units and performance restricted stock units with an estimated target total value of $1,500,000.
There are no family relationships between Mr. Masse and any other persons pursuant to which Mr. Masse was selected as a director or officer of the Company. Mr. Masse does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary of Mr. Masse’s new compensation arrangements is qualified in its entirety by the full text of the offer letter he has executed with the Company, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On June 9, 2025, the Company issued a press release announcing the Company’s leadership changes described above. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Masse Offer Letter, effective as of June 9, 2025 | |
| 99.1 | Press Release, dated June 9, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: June 9, 2025 | By: | /s/ Bert Nappier | ||||
| Name: | Bert Nappier | |||||
| Title: | Executive Vice President and CFO | |||||