gpc-202306010000040987false00000409872023-06-012023-06-01
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)
| | | | | | | | | | | | | | | | | |
| GA | | 001-05690 | | 58-0254510 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | |
| 2999 WILDWOOD PARKWAY, | | | | |
| 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)
☐ 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: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange 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.
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 | | | | | | | | |
| Exhibit Number | | Description |
| | |
| 99.1 | | |
| 104 | | The cover page from this current report on Form 8-K, formatted in inline XBRL |
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 1, 2023 | | By: | | /s/ Bert Nappier |
| | | | | |
| | | | | Name: Bert Nappier |
| | | | Title: Executive Vice President and CFO |