GENUINE PARTS CO
For the period ended Apr 27, 2026. Filed Feb 27, 2026.
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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 27, 2026 · Filed Feb 27, 2026
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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 remain committed to strong financial stewardship and focused on the execution of our growth and productivity initiatives, both designed to create long-term value for our shareholders.
Looking back at 2025, we experienced another dynamic year across our businesses and geographies. Despite these fluid environments, our teams adapted and remained focused on controlling what we can control. We grew revenue by 3.5% driven by winning new business and delivering excellent customer service, expanded gross margin for the third consecutive year and invested more than $450 million across our business – highlighting notable projects in supply chain and technology.
By remaining agile, our teams moved quickly, implementing significant changes that support our ongoing strategic initiatives and improve our operational efficiency. These actions included targeted cost and productivity initiatives, continued modernization of supply chain infrastructure and sustained investment in core technology and enterprise data capabilities. Together, these investments reflect a deliberate effort to enhance operating productivity and enable profitable growth across our Automotive and Industrial businesses, all aimed at creating a better customer experience.
Our disciplined capital allocation strategy continues to be a hallmark of GPC. In 2025, we returned over $560 million to shareholders through dividends, and the Board recently approved an increase to the dividend by 3.2%, raising it to $4.25 per share on an annualized basis. This marks the 70th consecutive year of increasing the dividend.
Refreshing our Board of Directors remained a priority in 2025, bringing new perspectives and strategically adding financial, industry and operational expertise through the appointment of three world-class independent directors, Matt Carey, Court Carruthers and Laurie Schupmann. As part of this refreshment program, Robin Loudermilk and John Holder retired in late 2025 after tremendous service to the Board. More recently, in January 2026, GPC announced that Paul Donahue will retire as Non-Executive Chairman at the 2026 Annual Meeting. His retirement concludes a legacy spanning more than two decades of dedicated service to the company. On behalf of the Board and the entire organization, we sincerely thank Paul for his many contributions.
As we begin 2026, we have taken a significant step in our commitment to our purpose by announcing our intent to separate our Automotive and Industrial businesses into two independent, industry-leading publicly traded companies. GPC has a proud history of evolving with our markets for nearly a century. Over the past decade, we established leading global footprints in attractive geographies, simplified our business mix and accelerated strategic investments to advance and differentiate our business.
Creating two focused, independent companies sharpens customer and market alignment, increases clarity and speed, simplifies operations and enables disciplined, business-specific investments which we believe will unlock long-term value. The transaction is expected to be completed in the first quarter of 2027, subject to customary approvals and conditions. Throughout the process, we remain committed to creating a lasting, positive impact on our teammates, customers, suppliers and the communities we serve.
We invite you to join us for our virtual 2026 Annual Meeting of Shareholders on April 27, 2026. Details about the meeting, including the matters to be voted on, can be found in the Notice of 2026 Annual Meeting of Shareholders and the Proxy Statement. The meeting will include a report on our performance and operations, as well as a question-and-answer session.
On behalf of the GPC Board, thank you for your continued investment in GPC.
Sincerely,
| William P. Stengel, II | P. Russell Hardin |
|---|---|
| Chair-Elect & Chief Executive Officer | Lead Independent Director |
GENUINE PARTS COMPANY
2999 Wildwood Parkway
Atlanta, Georgia 30339
NOTICE OF THE 2026 ANNUAL MEETING OF SHAREHOLDERS
April 27, 2026
TO THE SHAREHOLDERS OF GENUINE PARTS COMPANY:
The 2026 Annual Meeting of Shareholders of Genuine Parts Company, a Georgia corporation, will be held virtually on Monday, April 27, 2026, at 10:00 a.m. eastern time (the "2026 Annual Meeting"), for the following purposes:
(1) To elect as directors the eleven 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 ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026; and
(4) 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 18, 2026 will be entitled to vote at the meeting. The live audio webcast of the 2026 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 2026 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 27, 2026.
We are pleased to announce that we are delivering your proxy materials for the 2026 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 27, 2026.
Our Notice and Access Letter will instruct you on how to access and review our proxy statement for the 2026 Annual Meeting and our annual report for the fiscal year ended December 31, 2025. 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 2026 Annual Meeting online, vote your shares electronically, and submit your questions during the 2026 Annual Meeting by visitingwww.virtualshareholdermeeting.com/GPC2026. 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 2026 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 2026 Proxy Statement and the 2025 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 Corporate Secretary |
|---|---|
| February 27, 2026 | |
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.
| TABLE OF CONTENTS | |
|---|---|
| Annual Meeting — April 27, 2026 | 1 |
| Voting | 1 |
| Proposal 1— Election of Directors | 3 |
| Corporate Governance | 11 |
| Security Ownership of Certain Beneficial Owners | 19 |
| Security Ownership of Directors and Officers | 20 |
| Executive Compensation | 22 |
| Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensation | 23 |
| Compensation Philosophy and Objectives | 24 |
| Variable verse Fixed Compensation | 24 |
| Short-Term verse Long-Term Incentive Compensation | 24 |
| Overview of Executive Compensation Components | 25 |
| Change in Control Arrangements | 31 |
| Factors Considered in Decisions to Materially Increase or Decrease Compensation | 31 |
| Stock Ownership Guidelines | 32 |
| Clawback Provisions | 32 |
| Role of Executive Officers in Determining Compensation | 32 |
| Compensation and Human Capital Committee Report | 32 |
| Additional Information regarding Executive Compensation | 34 |
| Compensation and Human Capital Committee Interlocks and Insider Participation | 49 |
| Compensation of Directors | 50 |
| Transactions with Related Persons | 52 |
| Proposal 2 — Advisory Vote on Executive Compensation | 55 |
| Proposal 3 — Ratification of Selection of Independent Auditors | 56 |
| Audit Committee Report | 58 |
| Solicitation of Proxies | 58 |
| Other Matters | 59 |
| Shareholder Proposals for 2027 Annual Meeting | 59 |
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