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STANDARD MOTOR PRODUCTS INC

For the period ended May 16, 2024. Filed Apr 16, 2024.

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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 16, 2024 · Filed Apr 16, 2024

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 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 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):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules l4a-6(i)(1) and 0-11.

2024 Proxy Statement

and

Notice of Annual Meeting of Shareholders

April 16, 2024

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.virtualshareholder-meeting.com/SMP2024 on Thursday, May 16, 2024 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 2023 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 16, 2024—this Proxy Statement and the Annual Report are available atsmpcorp.com under “Investors—Financial Documents.”

Notice of Annual Meeting of Shareholders

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.virtualshareholder-meeting.com/SMP2024 on Thursday, May 16, 2024 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;
2.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
3.To consider and vote upon a non-binding, advisory resolution approving the compensation of our named executive officers; and
4.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 5, 2024 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 16, 2024

STANDARD MOTOR PRODUCTS, INC.

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 & Demographics5
Emeritus Directors of the Board of Directors11
Ratification of the Appointment of KPMG LLP (Proposal No. 2)11
Audit and Non-Audit Fees12
Advisory Vote on the Compensation of our Named Executive Officers (Proposal No. 3)12
Security Ownership of Certain Beneficial Owners and Management13
Corporate Governance15
Meetings of the Board of Directors and its Committees15
Board Leadership Structure19
The Board’s Annual Self-Evaluation19
The Board’s Role in Risk Oversight20
Communications to the Board21
Code of Ethics and Environmental, Social & Governance21
Prohibition on Hedging or Pledging of Company Stock22
Director Independence22
Director Compensation22
Policy on Poison Pills24
Compensation Committee Interlocks and Insider Participation24
Management Information24
Compensation Discussion and Analysis26
Overview26
Business Strategy and Summary of 2023 Financial and Business Performance26
2023 Executive Compensation Actions27
Say-on-Pay Vote28
Primary Responsibilities of our Compensation Committee28
Compensation Philosophy and Primary Objectives29
Compensation Process30
Elements of Compensation33
Compensation Actions in 2023 and 202436
Clawback Policy38
Stock Ownership Guidelines39
Termination-Based Compensation39
Limitations on Tax Deductibility of Executive Compensation40
Perquisites and Other Benefits40

i

Cautionary Statement40
Report of the Compensation and Management Development Committee40
Compensation and Management Development Committee41
Executive Compensation and Related Information41
Summary Compensation Table for 202341
Grants of Plan-Based Awards for 202342
Outstanding Equity Awards at Fiscal Year-End for 202343
Stock Vested for 202345
Nonqualified Deferred Compensation for 202345
Equity Compensation Plan Information46
Pay Versus Performance46
Pay Ratio50
Severance and Change of Control Arrangements50
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 2025 Annual Meeting55
Other Matters56

ii

ContentsView on SEC.gov

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