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

February 15, 2021

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 Principal Officers; Election of Directors; Appointment of Principal Officers

On February 15, 2021, upon recommendation of the Compensation, Nominating and Corporate Governance Committee, the Board of Directors of Genuine Parts Company (the "Company") increased the size of the Board of Directors to thirteen directors and appointed Juliette W. Pryor as a new director of the Company to fill the vacancy. The Board of Directors has determined that Ms. Pryor is an independent director within the meaning of the listing standards of the New York Stock Exchange and Securities Exchange Act of 1934, as amended. Ms. Pryor will be compensated for her service as a director on the same basis as other non-employee directors of Genuine Parts Company. Ms. Pryor has not engaged in any transaction with the Company that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

Ms. Pryor, age 56, is General Counsel and Corporate Secretary of Albertsons Companies, the second largest grocer in the United States, which operates over 2,200 stores and includes a network of 22 distribution centers and 20 manufacturing facilities in its operations. At Albertsons Cos., Ms. Pryor is responsible for the company’s legal, compliance and government affairs functions. Previously, Ms. Pryor served in similar leadership roles at Cox Enterprises, US Foods and e.spire Communications and was also an attorney in private practice with Skadden Arps. Ms. Pryor will serve as a member of the Company's Audit Committee.

Item 8.01 Other Events

On February 15, 2021, the Board of Directors of the Company declared a regular quarterly cash dividend of eighty-one and one-half cents ($0.815) per share on the Company’s common stock. The dividend is payable on April 1, 2021 to shareholders of record on March 5, 2021.

A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

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

FOR IMMEDIATE RELEASE

GENUINE PARTS COMPANY

ANNOUNCES 65th CONSECUTIVE YEAR OF INCREASED DIVIDENDS

AND NAMES NEW BOARD MEMBER

ATLANTA, February 16, 2021 – Genuine Parts Company (NYSE: GPC) announced today a 3% increase in the regular quarterly cash dividend for 2021. The Board of Directors of the Company, at its February 15, 2021 Board meeting, increased the cash dividend payable to an annual rate of $3.26 per share compared with the previous dividend of $3.16 per share. The quarterly cash dividend of eighty-one and one-half cents ($0.815) per share is payable April 1, 2021 to shareholders of record March 5, 2021. GPC has paid a cash dividend every year since going public in 1948, and 2021 marks the 65th consecutive year of increased dividends paid to shareholders.

Genuine Parts Company also announced its Board of Directors appointed Juliette W. Pryor as a new independent director of the Company. Ms. Pryor is General Counsel and Corporate Secretary of Albertsons Companies, the second largest grocer in the United States, which operates over 2,200 stores and includes a network of 22 distribution centers and 20 manufacturing facilities in its operations. At Albertsons Cos., Ms. Pryor is responsible for the company’s legal, compliance and government affairs functions. Previously, Ms. Pryor served in similar leadership roles at Cox Enterprises, US Foods and e.spire Communications and was also an attorney in private practice with Skadden Arps.

Paul Donahue, Chairman and Chief Executive Officer of Genuine Parts Company, stated, “We are pleased to welcome Ms. Pryor as our newest director. Through her 25-year career, Juliette has established herself as a talented executive with deep knowledge in corporate governance, regulatory compliance, audit and public policy. In addition, we look to draw on her considerable experience in areas such as human resources and diversity and inclusion. Juliette’s wealth of expertise in retail, distribution and automotive services combined with her impressive business background make her a valuable addition to our board. We look forward to her contributions as a director of 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., Germany, Poland, the Netherlands and Belgium. 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 14 countries. Further information is available at www.genpt.com.

Contacts

Carol B. Yancey, Executive Vice President and CFO – (678) 934-5044

Sidney G. Jones, Senior Vice President - Investor Relations – (678) 934-5628