8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

June 9, 2025

Date of Report (date of earliest event reported)

GENUINE PARTS COMPANY

(Exact name of registrant as specified in its charter)

GA	001-05690	58-0254510
(State or other jurisdiction of<br> <br>incorporation or organization)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
2999 WILDWOOD PARKWAY,
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ATLANTA, GA	30339
(Address of principal executive offices)	(Zip Code)

(678) 934-5000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CF.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Common Stock, $1.00 par value per share	GPC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2025, Genuine Parts Company (the “Company”) announced that Randy Breaux will be retiring as Group President, GPC North America, effective as of August 1, 2025 (the “Effective Date”), but will remain a strategic advisor to Will Stengel, the Company’s President and Chief Executive Officer, through December 31, 2025 in order to assist with an orderly transition.

In connection with Mr. Breaux’s pending retirement, the Board of Directors of the Company has appointed Alain Masse to the newly created position of President, North American Automotive, effective as of the Effective Date. In this role, Mr. Masse will be responsible for overseeing the Company’s automotive business across North America, while Mr. James Howe, President of the Company’s wholly-owned subsidiary, Motion Industries, Inc., will continue to be responsible for overseeing the Company’s industrials business across North America. Mr. Masse and Mr. Howe will both report directly to Mr. Stengel.

Since 2014, Mr. Masse, age 56, has served as President of UAP Inc. (“UAP”), the Company’s Canadian distributor and merchandiser of automotive parts for cars and heavy vehicles. Mr. Masse joined UAP in 2011 and, since then, has served in various leadership positions, including Executive Vice President, NAPA Canada and Executive Vice President, Heavy Vehicle Parts.

In connection with Mr. Masse’s appointment, Mr. Masse will receive an annual base salary of $650,000 and a short-term incentive target for fiscal year 2025 equal to 90% of his base salary, in each case, pro-rated as of the Effective Date. Mr. Masse also will receive a one-time restricted stock unit grant of $355,000 on the Effective Date that will vest ratably over a three-year period, as well as a long-term incentive award for fiscal year 2026 consisting of restricted stock units and performance restricted stock units with an estimated target total value of $1,500,000.

There are no family relationships between Mr. Masse and any other persons pursuant to which Mr. Masse was selected as a director or officer of the Company. Mr. Masse does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of Mr. Masse’s new compensation arrangements is qualified in its entirety by the full text of the offer letter he has executed with the Company, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01	Regulation FD Disclosure.

On June 9, 2025, the Company issued a press release announcing the Company’s leadership changes described above. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>Number	Description
10.1	Masse Offer Letter, effective as of June 9, 2025
99.1	Press Release, dated June 9, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Genuine Parts Company
Date: June 9, 2025	By:	/s/ Bert Nappier
	Name:	Bert Nappier
	Title:	Executive Vice President and CFO

EX-10.1

Exhibit 10.1

GENUINE PARTS COMPANY<br> <br>2999 Wildwood Parkway SE<br><br><br>Atlanta, GA 30339

May 23, 2025

Alain Masse

Email: amasse@uapinc.com

Dear Alain,

It is with pleasure that on behalf of Genuine Parts Company (GPC), I extend an offer to you for the position of President, North America Automotive at our GPC headquarters office in Atlanta, Georgia, effective August 1. While on assignment, you will continue to be an employee of UAP (Home Company) in Canada (Home Country), seconded to Genuine Parts Company (Host Company) in the United States (Host Country).

This assignment is subject to the terms and conditions outlined in this letter and contingent upon the issuance and maintenance of appropriate work authorization documents.

Compensation

Your assignment compensation summary and method of payment summary follows:

Base salary, short- and long-term incentive programs: During your assignment, your annualized gross base salary will be $650,000 USD per your Compensation Summary (page 4). The administration and determination of these compensation elements will be reviewed and adjusted according to company policies and timing.

Eligibility for short-term and long-term incentives (STI and LTI) will continue during the assignment. Your STI target and LTI grant value appear on your Compensation Summary (page 4) and will be aligned with the Company’s established guidelines. Your LTI grant value will consist of 60% Performance Restricted Stock Units (PRSUs) and 40% Restricted Stock Units (RSUs) and follow normal grant vesting requirements.

In addition to your compensation summary, effective August 1, 2025, you will receive a one-time LTI grant with a value of $355,000 USD based on GPC’s stock price on the grant date. The grant will consist of 100% RSUs and follow normal grant vesting requirements.

Method of Payment: You will be paid via U.S. payroll while on assignment to the extent possible and will be subject to U.S. federal and state income taxes. If statutory payments in the home location are required, these may be recovered via reductions in your U.S. payroll.

Benefits

While on assignment, you will continue to be an employee of UAP. As such, you will continue to participate in UAP retirement plans, to the extent possible. In addition, you will continue to participate in the Canada Social Insurance program as allowed by law. Any employee contributions to your UAP retirement plan or Canadian Social Insurance program will be recovered via reductions in your U.S. Payroll.

Additionally, you will be provided Company subsidized global healthcare benefits during your assignment. Appropriate coverage for you and your accompanying spouse will be available for the duration of the assignment. The Company will share with you details of the global policy.

Tax Preparation Assistance

The Company has designated tax consultants to prepare your Host and Home Country tax returns (as applicable). The Company will pay for all reasonable expenses associated with tax return preparation. It will be your responsibility to submit all requested paperwork to the tax provider. Any penalties or interest owing due to late or incomplete submission of information will be your responsibility.

Immigration Assistance

GPC does not support the practice of working in a country for which the expatriate or dependent(s) has/have not obtained appropriate documentation. Therefore, the Company will assist you and your approved accompanying spouse in meeting the necessary immigrations requirements for temporary residence and employment authorization (expatriate only) in the Host Country. International Assignment costs associated with obtaining items such as but not limited to passports, visas, work permits, etc., will be provided/paid for by the Company.

Secondment Duration

This secondment arrangement can be supported for a maximum term of 60 months due to considerations related to tax compliance, retirement plan participation, and immigration regulations. To ensure adherence to these requirements, if it is anticipated that the assignment will extend beyond five years, we will initiate the process of converting your status to a permanent transfer at the beginning of the fourth year to ensure completion by the end of the fifth year.

Relocation Assistance

To assist you with your transition to the Atlanta area, you will be provided the benefits within the GPC Relocation Policy (policy included with the email). Below is a high-level summary of the relocation benefits:

Benefit	Comments
Destination Services	Services provided by Corporate Relocation for the transition
Miscellaneous Expense Allowance	$4,000 USD one-time lump sum
Relocation and Transition Lump Sum	$10,000 USD one-time lump sum intended to cover expenses related to moving expenses
Home Sale Assistance	Marketing assistance program
Home Finding	Assistance with searching for a home
New Home Purchase Assistance	$20,000 reimbursement for closing costs
Household Goods Shipment	Shipment of household goods and personal effects to host location
Temporary Housing*	Three (3) months temporary housing coordinated by Corporate Relocation
*	Benefit in addition to GPC Relocation Policy
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Resignation and Termination

If you elect to resign your employment with Genuine Parts Company or are terminated for cause or any reason, all benefits outlined in this letter will cease to apply as of your date of resignation.

Please indicate your acceptance of this offer by signing the acknowledgments below.

ACKNOWLEDGEMENTS:

I acknowledge receiving the following:

•	Compensation Summary
•	GPC Relocation Policy Homeowner (GBO)
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Employee’s Initials AM

ENTIRE AGREEMENT:

I accept the offer for the position and acknowledge the contingencies stated above.

/s/ Alain Masse	June 9, 2025
Alain Masse	Date
/s/ Jenn Hulett	June 9, 2025
Company Representative	Date

Best regards,

/s/ Will Stengel
Will Stengel
President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

Press Release

News Release

June 9, 2025

FOR IMMEDIATE RELEASE

Genuine Parts Company Announces Executive Officer Changes

Randy Breaux to Retire as Group President, GPC North America

Alain Masse Promoted to President, North America Automotive

ATLANTA – Genuine Parts Company (NYSE: GPC), a leading global service provider of automotive and industrial replacement parts and value-added solutions, announces Randy Breaux’s decision to retire as Group President, GPC North America at the end of 2025. The company also announced Alain Masse’s promotion from President, UAP, Inc., GPC’s Canadian automotive business, to the newly created role of President, North America Automotive, effective August 2025. Mr. Breaux will serve in an advisory role until his retirement to assist in an orderly and seamless transition.

“It is with great appreciation we share Randy’s decision to retire. He has been an invaluable asset to GPC throughout his 14 years with the company, including his recent years as Group President, GPC North America,” said Will Stengel, President and CEO. “His dedication to people and leadership has been instrumental in building strong, trusted relationships across our industrial and automotive segments. Randy has played a key role in the selection process of his successor, showing true character and commitment to GPC. We are deeply grateful for his remarkable contributions and wish him all the best in this new chapter of his life.”

Mr. Masse joined GPC in 2011 as Executive Vice President, Heavy Vehicle Parts Division at UAP, Inc. and was promoted two years later to Executive Vice President, NAPA. In 2015, he was named President of UAP. With over 14 years of progressive experience at GPC, Mr. Masse is a highly motivated leader with a deep understanding of the automotive aftermarket industry and NAPA business model.

In the new role, Mr. Masse will oversee the automotive businesses across North America. He will report to Will Stengel, President and Chief Executive Officer.

“We are thrilled to announce Alain’s promotion to President, North America Automotive,” Mr. Stengel continued. “This strategic decision helps build on the momentum in our North America automotive business and creates new commercial opportunities given the similar operating strategies. Under Alain’s leadership, UAP has successfully partnered with independent owners, suppliers and customers to drive significant improvements in performance and market share. He is widely respected for his collaborative, leadership style, deep commitment to partnership and proven ability to build high-performing, accountable teams. This transition highlights the strength of our leadership bench and the effectiveness of our succession planning.”

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About Genuine Parts Company

Established in 1928, Genuine Parts Company is a leading global service provider of automotive and industrial replacement parts and value-added solutions. Our Automotive Parts Group operates across the U.S., Canada, Mexico, Australasia, France, the U.K., Ireland, Germany, Poland, the Netherlands, Belgium, Spain and Portugal, while our Industrial Parts Group serves customers in the U.S., Canada, Mexico and Australasia. We keep the world moving with a vast network of over 10,700 locations spanning 17 countries supported by more than 63,000 teammates. Learn more at genpt.com.

Investor Contact:	Media Contact:
Timothy Walsh (678) 934-5349	Heather Ross (678) 934-5220
Vice President - Investor Relations	Vice President – Global Strategic Communications

Source: Genuine Parts Company

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