STANDARD MOTOR PRODUCTS, INC.
For the period ended May 15, 2025. Filed Apr 15, 2025.
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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.
May 15, 2025 · Filed Apr 15, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Under Rule l4a-l2 |
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules l4a-6(i)(1) and 0-11. |
2025 PROXY STATEMENT
AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 2025
April 15, 2025
To Our Shareholders:
We are pleased to invite you to attend the Annual Meeting of Shareholders of Standard Motor Products, Inc. The
Annual Meeting will be held online at www.virtualshareholdermeeting.com/SMP2025 on Thursday, May 15, 2025 at 2:00
p.m. (Eastern Daylight Time).
At the Annual Meeting, you will be asked to vote on the proposals described in the enclosed Notice of Annual
Meeting of Shareholders and Proxy Statement. You will also find enclosed a form of proxy to facilitate voting your shares
and our Annual Report to Shareholders, which includes our Form 10-K for our 2024 fiscal year.
YOUR VOTE IS IMPORTANT! The Board of Directors appreciates and encourages shareholder participation in
the Company’s affairs and invites you to participate in the Annual Meeting. If you cannot participate, we encourage you to
ensure that your shares are represented at the Annual Meeting by taking a moment to complete, sign and return the
enclosed proxy using the accompanying postage-prepaid envelope, or to transmit your voting instructions online or by
telephone by following the instructions printed on the enclosed proxy.
On behalf of the Board of Directors, thank you for your continued support of the Company.
Sincerely,
Eric P. Sills
Chairman of the Board,
Chief Executive Officer & President
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 15,
2025—this Proxy Statement and the Annual Report are available atsmpcorp.com under “For Investors—Financial
Presentations & Documents.”
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 2025
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of STANDARD MOTOR PRODUCTS,
INC. (the “Company”) will be held online at www.virtualshareholdermeeting.com/SMP2025 on Thursday, May 15, 2025
at 2:00 p.m. (Eastern Daylight Time). The Annual Meeting will be held for the following purposes:
- To elect eight directors of the Company, all of whom shall hold office until the next annual meeting of
shareholders and until their successors are duly elected and qualified;
To approve the Standard Motor Products, Inc. 2025 Omnibus Incentive Plan;
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2025;
- To consider and vote upon a non-binding, advisory resolution approving the compensation of our named
executive officers; and
- To transact such other business as may properly come before the Annual Meeting.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The
Board of Directors has fixed the close of business on April 4, 2025 as the record date for the determination of shareholders
entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
Whether or not you plan to attend the Annual Meeting online, please vote your shares by following the
instructions printed on the enclosed proxy, or by completing, signing and returning the proxy in the enclosed postage-
prepaid envelope. The enclosed proxy is solicited by the Board of Directors of the Company.
By Order of the Board of Directors
Carmine J. Broccole
Chief Legal Officer & Secretary
Long Island City, New York
April 15, 2025
i
TABLE OF CONTENTS
| Proxy Statement for Annual Meeting of Shareholders | 1 |
|---|---|
| Frequently Asked Questions About the Annual Meeting | 1 |
| Election of Directors (Proposal No. 1) | 4 |
| Information Regarding Nominees | 4 |
| Director Skills & Demographics | 4 |
| Emeritus Directors of the Board of Directors | 11 |
| Approval of the Standard Motor Products, Inc. 2025 Omnibus Incentive Plan (Proposal No. 2) | 11 |
| Ratification of the Appointment of KPMG LLP (Proposal No. 3) | 18 |
| Audit and Non-Audit Fees | 18 |
| Advisory Vote on the Compensation of our Named Executive Officers (Proposal No. 4) | 19 |
| Security Ownership of Certain Beneficial Owners and Management | 19 |
| Corporate Governance | 21 |
| Meetings of the Board of Directors and its Committees | 22 |
| Board Leadership Structure | 24 |
| The Board’s Annual Self-Evaluation | 25 |
| The Board’s Role in Risk Oversight | 25 |
| Communications to the Board | 25 |
| Code of Ethics and Sustainability | 26 |
| Prohibition on Hedging or Pledging of Company Stock | 26 |
| Director Independence | 26 |
| Director Compensation | 27 |
| Policy on Poison Pills | 28 |
| Compensation Committee Interlocks and Insider Participation | 28 |
| Management Information | 28 |
| Compensation Discussion and Analysis | 30 |
| Overview | 30 |
| Business Strategy and Summary of 2024 Financial and Business Performance | 30 |
| 2024 Executive Compensation Actions | 31 |
| Say-on-Pay Vote | 32 |
| Primary Responsibilities of our Compensation Committee | 32 |
| Compensation Philosophy and Primary Objectives | 32 |
| Compensation Process | 33 |
| Elements of Compensation | 35 |
| Compensation Actions in 2024 and 2025 | 37 |
| Clawback Policy | 39 |
| Insider Trading Policy | 39 |
| Stock Ownership Guidelines | 39 |
| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 40 |
| Termination-Based Compensation | 40 |
| Limitations on Tax Deductibility of Executive Compensation | 40 |
ii
| Perquisites and Other Benefits | 40 |
|---|---|
| Cautionary Statement | 40 |
| Report of the Compensation and Management Development Committee | 41 |
| Compensation and Management Development Committee | 41 |
| Executive Compensation and Related Information | 41 |
| Summary Compensation Table for 2024 | 41 |
| Grants of Plan-Based Awards for 2024 | 42 |
| Outstanding Equity Awards at Fiscal Year-End for 2024 | 43 |
| Stock Vested for 2024 | 45 |
| Nonqualified Deferred Compensation for 2024 | 46 |
| Equity Compensation Plan Information | 46 |
| Pay Versus Performance | 47 |
| Pay Ratio | 50 |
| Severance and Change of Control Arrangements | 51 |
| Estimated Benefits upon Termination Following a Change in Control | 52 |
| Risk Considerations in our Compensation Program | 52 |
| Certain Relationships and Related Person Transactions | 53 |
| Report of the Audit Committee | 54 |
| Shareholder Proposals for the 2026 Annual Meeting | 54 |
| Other Matters | 55 |
| Appendix A: Standard Motor Products, Inc. 2025 Omnibus Incentive Plan | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.