GENUINE PARTS CO
For the period ended Apr 29, 2024. Filed Mar 1, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2024 · Filed Mar 1, 2024
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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. |
DEAR SHAREHOLDERS:
At Genuine Parts Company ("GPC"), we are a global service organization engaged in the distribution of automotive and industrial replacement parts that embodies our purpose: We Keep the World Moving.
We are proud of how our teams have shown resilience and navigated the volatility of recent years, and continue to provide outstanding service to our customers. In 2023, we continued to execute on our strategic priorities, generate profitable growth and strong cash flow and maintained a disciplined approach to capital allocation while continuing to invest in our sustainability initiatives to strengthen our business.
During 2023, we returned approximately $788 million to our shareholders in the form of dividends and share repurchases. And earlier this year, our board approved a 5.3% increase to our dividend, which represents the 68 th consecutive year of increasing the GPC dividend. Our board remained focused on overseeing the execution of our One GPC strategy and monitoring progress on our key initiatives. These priorities were instrumental in our performance in 2023 and the creation of continued long-term value for our shareholders.
Our board has actively focused on aligning its strengths with the evolving business landscape. In 2023, we welcomed Darren Rebelez as a new independent director of the company. Mr. Rebelez brings valuable expertise in operations, marketing and merchandising, and his addition enhances the experience and diversity of our board. We also want to express our gratitude to Mr. E. Jenner Wood, who will retire from our board in April 2024, for his nearly ten years of service to GPC. As Mr. Wood retires, we intend to nominate Charles "Chuck" K. Stevens, III, a financial expert with significant experience in the automotive industry, to join our board.
In terms of leadership changes, Kevin Herron retired as President, U.S. Automotive Group, after 34 years of service. In conjunction with his retirement, Randy Breaux was promoted to Group President, GPC North America, effective July 1, 2023, further reinforcing our One GPC team approach.
We remain committed to our environmental and social responsibility initiatives, believing that investing in sustainability strengthens our business and creates long-term shareholder value. We invite you to visit the sustainability page on GPC's website to learn more about our company-wide commitment to these initiatives.
Despite a dynamic macroeconomic environment, we continue to see significant opportunity for profitable growth. We will stay focused on our strategic initiatives which, we believe, will deliver value for our customers and stakeholders. The engagement of our board with management continues to be instrumental in shaping our investment priorities and the strategic direction for GPC.
We invite you to join us for our virtual 2024 Annual Meeting of Shareholders on Monday, April 29, 2024. Details about the meeting, including the matters to be voted on, can be found in the Notice of 2024 Annual Meeting of Shareholders and Proxy Statement. The meeting will include a report on our performance and operations, as well as a question-and-answer session.
On behalf of our more than 60,000 teammates and our board, we extend our sincere gratitude for your ongoing support of Genuine Parts Company. We value our stakeholders, including our teammates, customers, suppliers, shareholders and the communities in which we operate, and we remain committed to delivering value and making a positive impact.
| Paul D. Donahue | John D. Johns |
|---|---|
| Chairman and CEO | Lead Independent Director |
2999 Wildwood Parkway
Atlanta, Georgia 30339
NOTICE OF THE 2024 ANNUAL MEETING OF SHAREHOLDERS
April 29, 2024
TO THE SHAREHOLDERS OF GENUINE PARTS COMPANY:
The 2024 Annual Meeting of Shareholders of Genuine Parts Company, a Georgia corporation, will be held virtually on Monday, April 29, 2024, at 10:00 a.m. eastern time, for the following purposes:
(1) To elect as directors the fourteen nominees named in the attached proxy statement;
(2) To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers;
(3) To approve an amendment to the Genuine Parts Company 2015 Incentive Plan to extend its term;
(4) To ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024; and
(5) To act upon such other matters that may properly come before the meeting or any reconvened meeting following any adjournment thereof.
Information relevant to these matters is set forth in the attached proxy statement. Only holders of record of the Company’s common stock at the close of business on February 21, 2024 will be entitled to vote at the meeting. The live audio webcast of the Annual Meeting will begin promptly at 10:00 a.m. eastern time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting. We encourage you to access the meeting in advance of the designated start time.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 29, 2024.
We are pleased to announce that we are delivering your proxy materials for the 2024 Annual Meeting of Shareholders via the Internet. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a letter to our shareholders notifying them that these materials are available on the Internet and how these materials may be accessed. This letter, which we refer to as our “Notice and Access Letter,” will be mailed to our shareholders on or about March 1, 2024.
Our Notice and Access Letter will instruct you on how to access and review our proxy statement for the 2024 Annual Meeting of Shareholders and our annual report for the fiscal year ended December 31, 2023. It will instruct you on how you may vote your proxy via the Internet, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice and Access Letter. Unless requested, you will not receive printed proxy materials by mail.
To Attend, Vote, and Participate during the virtual Annual Meeting:
To attend and vote your shares during the virtual Annual Meeting, you will need to log-in tomeetnow.global/MZC94V2 using: (i)for record holders, the 15-digit control number on your proxy card or (ii)for holders who own shares in street name through brokers, the control number issued to you by Computershare pursuant to the registration process described in the following paragraph. If you do not have a control number, you may log-in as a Guest.
For holders who own shares in street name through brokers, you must request and receive a legal proxy in your name reflecting your holdings of GPC stock from the broker, bank, or other nominee that holds your shares, and then you must submit this by email to legalproxy@computershare.com along with your name and email address. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., eastern time, on April 28, 2024. You will receive a confirmation email from Computershare of your registration and a new control number that you can use to participate in the virtual Annual Meeting. If you do not have the control number that you received directly from
Computershare, you may attend as a Guest (non-shareholder) but will not have the option to vote or ask questions during the virtual Annual Meeting.
The 2024 Proxy Statement and the 2023 Annual Report to Shareholders are available at:
http://www.proxydocs.com/gpc
| By Order of the Board of Directors, | |
| Christopher T. Galla | |
| Atlanta, Georgia | Senior Vice President, General Counsel and |
|---|---|
| March 1, 2024 | Corporate Secretary |
YOUR VOTE IS IMPORTANT!
Whether or not you expect to be present at the meeting, please vote by telephone or internet pursuant to the instructions on the enclosed proxy card or complete, sign, date and return the enclosed proxy card promptly in the enclosed business reply envelope.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.