GENUINE PARTS CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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Genuine Parts Company

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DEAR SHAREHOLDERS:

At Genuine Parts Company (“GPC”), we are deeply committed to creating value for our shareholders. This dedication drives our decisions, investments and initiatives as we continue to execute on a deliberate strategy to navigate today’s market challenges and support future growth.

While 2024 was marked by prolonged and coordinated global market softness, we operated from a position of strength and are poised to capture substantial upside as markets recover. Our technical expertise, global brand strength, established customer and supplier relationships and scale advantage position us well in the large, fragmented markets in which we operate. Notwithstanding the macroeconomic pressures, we delivered strong cash flows to enable strategic investments and continued our long history of returning capital through a growing dividend.

We made investments to extend our competitive advantages and create new ones across both our Automotive and Industrial segments. We allocated capital to modernize our supply chain, enhance our technology capabilities, and invest in our talent and culture. We leveraged our global scale to deploy shared platforms and technology solutions faster and more efficiently. We complemented our organic growth efforts with accretive inorganic growth that increases our local market presence in key geographies and adds new capabilities. We continuously evaluate opportunities to enhance our business mix. At the same time, we proactively implemented a global restructuring program that will further optimize our cost structure to reflect current market conditions while enhancing productivity.

Within Industrial, we are optimistic that growth will return following the longest contraction for PMI in more than 30 years, as we typically see a long period of attractive growth once the index moves back into expansion territory. In Automotive, we are celebrating NAPA’s 100 th anniversary this year and continue to transform the segment through a relentless focus on customer service and the expansion and integration of independently owned stores into our U.S. network. These strategic acquisitions strengthen our competitive position, drive top-line growth and enhance profitability, positioning GPC and the NAPA brand for sustained leadership.

Our commitment to delivering value is also evident in our financial discipline and capital returns. In 2024, we returned more than $550 million through dividends – GPC’s 68 th consecutive year of dividend increases. The Board’s recent decision to increase our 2025 dividend by 3% is a direct reflection of our ongoing dedication to providing strong returns and demonstrating our confidence in GPC’s future.

While we are proud of our progress, there is more to be done to strengthen the business and create greater value over the long term. Looking ahead, we remain focused to deliver differentiated solutions to customers as we invest in and build on our foundation. Our strong balance sheet is a strategic advantage, and combined with our disciplined approach, it enables us to remain agile and responsive to market dynamics while staying true to our vision.

I want to express my heartfelt gratitude for your trust and support. We remain dedicated to making a lasting, positive impact on our teammates, customers, suppliers and the communities we serve, while continuing to deliver long-term value for our shareholders.

Sincerely,

William P. Stengel, II

President and Chief Executive Officer

DEAR SHAREHOLDERS:

The Genuine Parts Company Board understands that our shareholders are focused on long-term performance rather than short-term gains, and together with the leadership team, we are aligned with your perspectives. As such, one of our Board’s top priorities is to drive sustained growth and value creation, and while market conditions presented challenges in 2024, we remain steadfast that our strategic initiatives position us for long-term success.

A key component of our long-term success has been maintaining an active, engaged Board with the right mix of skills and experience to support the leadership team and oversee GPC’s strategic execution. We have prioritized board refreshment in recent years, with five new independent members joining our Board since 2020, two of whom have joined in the last two years. In addition, William P. Stengel, II, our President and Chief Executive Officer, joined the Board upon his appointment to the CEO role on June 3, 2024 as part of our long track record of leadership succession planning at GPC.

The evolution of our Board will further continue this year. Effective as of the 2025 Annual Meeting, Betsy Camp, Gary Fayard, Johnny Johns and Wendy Needham will be retiring from our Board. We want to express our gratitude to each of these directors for their years of dedicated service and valuable contributions to GPC, and in the case of Mr. Johns, for his service as our Lead Independent Director. In connection with these four directors’ retirements, we are nominating Laurie Schupmann to join our Board. Ms. Schupmann spent over 39 years with PwC, most recently serving as a Global Client Partner, and will bring significant financial and accounting expertise to our organization. Upon election at the 2025 Annual Meeting, the Board will have an average tenure of six years, and we are confident that we have the right leadership in place to guide GPC as we execute on our objectives.

Looking ahead, the Board is aligned with management on the importance of shareholder engagement. We understand the need for open dialogue and are committed to ensuring that GPC’s direction remains aligned with the interests of our shareholders. Our ongoing efforts to enhance governance, alongside the implementation of our long-term strategy, will ensure that we continue to build on our strong foundation.

We invite you to join us for our virtual 2025 Annual Meeting of Shareholders on April 28, 2025. Details about the meeting, including the matters to be voted on, can be found in the Notice of 2025 Annual Meeting of Shareholders and this 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 Board, I want to express our deep appreciation for your support and trust. We remain committed to the principles of governance, innovation and value creation that will ensure the continued success of your investment.

Sincerely,

Paul D. Donahue

Non-Executive Chairman

2999 Wildwood Parkway

Atlanta, Georgia 30339

NOTICE OF THE 2025 ANNUAL MEETING OF SHAREHOLDERS

April 28, 2025

TO THE SHAREHOLDERS OF GENUINE PARTS COMPANY:

The 2025 Annual Meeting of Shareholders of Genuine Parts Company, a Georgia corporation, will be held virtually on Monday, April 28, 2025, at 10:00 a.m. eastern time (the "2025 Annual Meeting"), for the following purposes:

(1) To elect as directors the twelve 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 Amended and Restated Articles of Incorporation to implement a plurality voting standard in contested director elections and remove obsolete director classification provisions;

(4) To ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025; and

(5) To vote on a shareholder proposal seeking a report on the effectiveness of the Company’s diversity, equity and inclusion efforts;

(6) 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 19, 2025 will be entitled to vote at the meeting. The live audio webcast of the 2025 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 2025 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 28, 2025.

We are pleased to announce that we are delivering your proxy materials for the 2025 Annual Meeting 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 February 28, 2025.

Our Notice and Access Letter will instruct you on how to access and review our proxy statement for the 2025 Annual Meeting and our annual report for the fiscal year ended December 31, 2024. 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:

You can attend and participate in the 2025 Annual Meeting online, vote your shares electronically, and submit your questions during the 2025 Annual Meeting by visitingwww.virtualshareholdermeeting.com/GPC2025. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card to access the 2025 Annual Meeting platform. Smart phone users can point your camera to the QR code provided in your Notice and vote without entering a control number. If you do not have the control number 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 2025 Proxy Statement and the 2024 Annual Report to Shareholders are available at:

http://www.proxydocs.com/gpc

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.