8-K
STANDARD MOTOR PRODUCTS, INC. (SMP)
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
Date of Report (Date of earliest event reported): May 18, 2023
STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
| New York | 001-04743 | 11-1362020 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employee Identification Number) |
37-18 Northern Boulevard, Long Island City, New York 11101
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: 718-392-0200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
| ☐ | 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 CFR 240.14a-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)). |
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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, par value $2.00 per share | SMP | New York Stock Exchange LLC |
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 5.07. | Submission of Matters to a Vote of Security Holders |
|---|
On May 18, 2023, Standard Motor Products, Inc. (the “Company”) held its Annual Meeting of Shareholders. The Company is providing the following information regarding the results of the matters voted on by shareholders at the Annual Meeting:
| (a) | Election of eight Directors to serve for the ensuing year and until their successors are elected: | |||
|---|---|---|---|---|
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |
| --- | --- | --- | --- | |
| James J. Burke | 17,163,620 | 717,278 | 2,339,374 | |
| Alejandro C. Capparelli | 17,498,631 | 382,267 | 2,339,374 | |
| Pamela Forbes Lieberman | 16,827,825 | 1,053,073 | 2,339,374 | |
| Patrick S. McClymont | 17,499,784 | 381,114 | 2,339,374 | |
| Joseph W. McDonnell | 17,319,676 | 561,222 | 2,339,374 | |
| Alisa C. Norris | 17,381,860 | 499,038 | 2,339,374 | |
| Pamela S. Puryear, Ph.D. | 17,479,878 | 401,020 | 2,339,374 | |
| Eric P. Sills | 17,398,320 | 482,578 | 2,339,374 | |
| (b) | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: | |||
| --- | --- | |||
| Votes For | Votes Against | Abstain | ||
| --- | --- | --- | ||
| 19,575,403 | 106,533 | 538,336 | ||
| (c) | Approval of a non-binding, advisory resolution on the compensation of the Company’s named executive officers: | |||
| --- | --- | |||
| Votes For | Votes Against | Abstain | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 17,586,142 | 177,267 | 117,489 | 2,339,374 | |
| (d) | Approval of a non-binding, advisory resolution on the frequency of future advisory votes on the compensation of our named executive officers: | |||
| --- | --- | |||
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| 16,446,865 | 24,545 | 1,373,380 | 36,108 | 2,339,374 |
Based on these results, the Board has determined to accept our shareholders’ expressed preference for an annual vote on executive compensation.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
| --- | --- |
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SIGNATURE
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.
| STANDARD MOTOR PRODUCTS, INC. | ||
|---|---|---|
| By: | /s/ Nathan R. Iles | |
| Nathan R. Iles | ||
| Chief Financial Officer | ||
| Date: May 24, 2023 |
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Exhibit Index
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
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