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STANDARD MOTOR PRODUCTS, INC.

For the period ended May 15, 2025. Filed Apr 15, 2025.

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About this filing

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

SMP$44.46-2.4%Stored close · as of Nov 6, 2026
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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:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):

xNo fee required.
oFee paid previously with preliminary materials.
oFee 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:

  1. 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;

  1. To approve the Standard Motor Products, Inc. 2025 Omnibus Incentive Plan;

  2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting

firm for the fiscal year ending December 31, 2025;

  1. To consider and vote upon a non-binding, advisory resolution approving the compensation of our named

executive officers; and

  1. 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 Shareholders1
Frequently Asked Questions About the Annual Meeting1
Election of Directors (Proposal No. 1)4
Information Regarding Nominees4
Director Skills & Demographics4
Emeritus Directors of the Board of Directors11
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 Fees18
Advisory Vote on the Compensation of our Named Executive Officers (Proposal No. 4)19
Security Ownership of Certain Beneficial Owners and Management19
Corporate Governance21
Meetings of the Board of Directors and its Committees22
Board Leadership Structure24
The Board’s Annual Self-Evaluation25
The Board’s Role in Risk Oversight25
Communications to the Board25
Code of Ethics and Sustainability26
Prohibition on Hedging or Pledging of Company Stock26
Director Independence26
Director Compensation27
Policy on Poison Pills28
Compensation Committee Interlocks and Insider Participation28
Management Information28
Compensation Discussion and Analysis30
Overview30
Business Strategy and Summary of 2024 Financial and Business Performance30
2024 Executive Compensation Actions31
Say-on-Pay Vote32
Primary Responsibilities of our Compensation Committee32
Compensation Philosophy and Primary Objectives32
Compensation Process33
Elements of Compensation35
Compensation Actions in 2024 and 202537
Clawback Policy39
Insider Trading Policy39
Stock Ownership Guidelines39
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information40
Termination-Based Compensation40
Limitations on Tax Deductibility of Executive Compensation40

ii

Perquisites and Other Benefits40
Cautionary Statement40
Report of the Compensation and Management Development Committee41
Compensation and Management Development Committee41
Executive Compensation and Related Information41
Summary Compensation Table for 202441
Grants of Plan-Based Awards for 202442
Outstanding Equity Awards at Fiscal Year-End for 202443
Stock Vested for 202445
Nonqualified Deferred Compensation for 202446
Equity Compensation Plan Information46
Pay Versus Performance47
Pay Ratio50
Severance and Change of Control Arrangements51
Estimated Benefits upon Termination Following a Change in Control52
Risk Considerations in our Compensation Program52
Certain Relationships and Related Person Transactions53
Report of the Audit Committee54
Shareholder Proposals for the 2026 Annual Meeting54
Other Matters55
Appendix A: Standard Motor Products, Inc. 2025 Omnibus Incentive PlanA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.