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 1, 2023

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.

Effective as of June 1, 2023, the Board of Directors (the “Board”) of Genuine Parts Company (the “Company”), upon the recommendation of the Nominating and ESG Committee, increased the size of the Board to fourteen directors and appointed Darren M. Rebelez to fill the vacancy created by such increase. The Board also appointed Mr. Rebelez to serve as a member of the Company’s Nominating and ESG Committee. The Board has determined that Mr. Rebelez is “independent” under the New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines.

Mr. Rebelez will be compensated for his service as a director on the same basis as other non-employee directors of the Company. There is no arrangement or understanding between Mr. Rebelez and any other persons pursuant to which Mr. Rebelez was selected as a director. There are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between the Company and Mr. Rebelez required to be disclosed herein.

Item 7.01 Regulation FD Disclosure.

On June 1, 2023, the Company issued a press release announcing Mr. Rebelez’s appointment as 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

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

June 1, 2023

FOR IMMEDIATE RELEASE

Genuine Parts Company Announces New Board Member

Darren Rebelez Named to Board of Directors

ATLANTA – Genuine Parts Company (NYSE: GPC) announced today that its Board of Directors appointed Darren Rebelez as a new independent director of the company.

Mr. Rebelez is the President and Chief Executive Officer of Casey’s General Stores, Inc. (NASDAQ: CASY), the third largest convenience retailer and fifth largest pizza chain in the United States, where he is responsible for the company’s overall strategic plan and operating success. Previously, he served in executive roles at IHOP Restaurants, 7-Eleven, Inc., ExxonMobil and Thornton Oil Corporation. Mr. Rebelez was an Army Ranger and Gulf War veteran and is a graduate of the U.S. Military Academy at West Point where he earned a Bachelor of Science degree in Foreign Area Studies. He went on to also earn an MBA from the University of Houston.

"We are delighted to announce Darren as our newest director,” said Paul Donahue, Chairman and CEO. “He brings a wealth of experience as a business leader and senior executive in the convenience retail, fuel and restaurant industries. His expertise in operations, marketing and merchandising makes him a valuable addition to our board. We look forward to his contributions as a member of GPC’s Board of Directors.”

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 58,000 employees. Further information is available at www.genpt.com.

Source: Genuine Parts Company

Darren Rebelez Named to Genuine Parts Company’s Board of Directors