UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | ||||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
| ☐ | Definitive Proxy Statement | ||||
| ☒ | Definitive Additional Materials | ||||
☐ | Soliciting Material Pursuant to § 240.14a-12 | ||||
Genuine Parts Company
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |||||||
| ☐ | Fee paid previously with preliminary materials. | |||||||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||||
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V62005-P22324 Nominees: 2. Advisory Vote On Executive Compensation 3. Approval of 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. Ratification of the Selection of Ernst & Young LLP as the Company's Independent Auditor for the Fiscal Year Ending December 31, 2025 5. Shareholder Proposal Seeking a Report on the Effectiveness of the Company’s Diversity, Equity and Inclusion Efforts 1. Election of Directors For Against Abstain For Against Abstain GENUINE PARTS COMPANY The Board of Directors recommends you vote FOR the following proposals: GENUINE PARTS COMPANY 2999 WILDWOOD PARKWAY ATLANTA, GA 30339 1a. Richard Cox, Jr. 1b. Paul D. Donahue 1c. P. Russell Hardin 1d. John R. Holder 1e. Donna W. Hyland 1f. Jean-Jacques Lafont 1g. Robert C. “Robin” Loudermilk, Jr. 1h. Juliette W. Pryor 1i. Darren Rebelez 1j. Laurie Schupmann 1k. William P. Stengel, II 1l. Charles K. Stevens, III Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign personally. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. The Board of Directors recommends you vote AGAINST the following proposal: ! !! ! !! ! !! NOTE: Such other business as may properly come before the meeting or any adjournment thereof. ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! ! ! ! !! ! !! ! !! For Against Abstain ! !! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 27, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/GPC2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 27, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V62006-P22324 GENUINE PARTS COMPANY ANNUAL MEETING OF SHAREHOLDERS APRIL 28, 2025 10:00 A.M. ET THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The shareholder(s) hereby appoint(s) Christopher T. Galla as proxy, with the power to appoint his substitute, and hereby authorize(s) him to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of GENUINE PARTS COMPANY that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 a.m. ET, on April 28, 2025, at www.virtualshareholdermeeting.com/GPC2025, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side