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

December 7, 2022

Date of Report (date of earliest event reported)

GENUINE PARTS COMPANY

(Exact name of registrant as specified in its charter)

(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)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 December 7, 2022, Genuine Parts Company (the “Company”) announced that the Company’s Board of Directors has appointed William P. Stengel to the position of President and Chief Operating Officer and Christopher T. Galla to the position of Senior Vice President and General Counsel, each effective as of January 1, 2023.

Mr. Stengel, 46, has served as the Company’s President since January 2021, after joining the Company in November 2019 as the Company’s Executive Vice President and Chief Transformation Officer. Previously, Mr. Stengel worked for HD Supply, an Atlanta-based industrial distributor, where he held positions with HD Supply Facilities Maintenance as President and Chief Executive Officer, Chief Operating Officer, Chief Commercial Officer, and Senior Vice President, Strategic Business Development and Investor Relations, from June 2013 to October 2018. In his expanded role, Mr. Stengel will continue to partner with business units and field support teams to execute the Company’s strategy, as well as manage the Company’s day-to-day operations.

Mr. Galla, 48, has served as the Company’s Vice President and General Counsel since February 2020. Previously, Mr. Galla served in various legal positions with the Company for nearly 18 years, including as Vice President and Assistant General Counsel, Assistant Vice President and Senior Counsel, and Associate Counsel. In his expanded role, Mr. Galla will continue to oversee all legal matters for the Company, as well as take on additional responsibilities across the Company’s governance, environmental and compliance matters.

There are no family relationships between either of Messrs. Stengel and Galla, and any director or executive officer of the Company, and neither of Messrs. Stengel nor Galla have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On December 7, 2022, the Company issued a press release announcing the officer appointments described above. A copy of this 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

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.

Document

News Release

December 7, 2022

FOR IMMEDIATE RELEASE

Genuine Parts Company Announces Officer Changes

Will Stengel Appointed to Expanded Role as President and Chief Operating Officer

Chris Galla Appointed Senior Vice President and General Counsel

ATLANTA – Genuine Parts Company (NYSE: GPC) announced today that its board of directors has appointed William P. Stengel to the position of president and chief operating officer and Christopher T. Galla to the position of senior vice president and general counsel, effective January 1, 2023.

Mr. Stengel joined the company in 2019 as executive vice president and chief transformation officer with nearly two decades of significant leadership and professional experience. In 2021, he was promoted to serve as only the eighth president in the company’s 93-year history. In his expanded role, he will continue to partner with business units and field support teams to execute the GPC strategy, as well as manage the company’s day-to-day operations. Mr. Stengel will continue to report to Paul Donahue, chairman and chief executive officer.

“Will has been actively involved in all aspects of the organization as president over the past two years,” said Mr. Donahue. “He has played a leadership role in defining the GPC strategic vision, prioritizing enterprise initiatives and delivering outstanding performance. We look forward to Will’s continued contributions as president and COO.”

Mr. Galla has been with the company for nearly 18 years, and he was most recently vice president and general counsel, responsible for the company’s legal function. In his new role, he will continue overseeing all legal matters for the company and take on expanded responsibilities across governance, environmental and compliance matters. As a member of the executive leadership team, Mr. Galla will also report directly to Mr. Donahue.

“Chris’ deep expertise across all legal matters at GPC has been invaluable, and I am pleased to formally welcome him to the executive leadership team,” continued Mr. Donahue. “He is a trusted leader and well-qualified for his new responsibilities. We look forward to his future contributions to the company.”

About Genuine Parts Company

Founded in 1928, Genuine Parts Company is a global service organization engaged in the distribution of automotive and industrial replacement parts. The company's Automotive Parts Group distributes automotive replacement parts in the U.S., Canada, Mexico, Australasia, France, the U.K., Ireland, Germany, Poland, the Netherlands, Belgium, Spain and Portugal. The company's

Industrial Parts Group distributes industrial replacement parts in the U.S., Canada, Mexico and Australasia. In total, the company serves its global customers from an extensive network of more than 10,000 locations in 17 countries and has approximately 53,000 employees. Further information is available at www.genpt.com.

Source: Genuine Parts Company