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): April 1, 2022
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On April 1, 2022, the Board of Directors of Standard Motor Products, Inc. (the “Company”) increased the size of the Board from ten directors to eleven directors and appointed Mr. Alejandro Cesar Capparelli as a new director to the Board. Mr. Capparelli will serve until the next election of directors at the Company’s 2022 annual meeting of shareholders. Mr. Capparelli has joined the Company’s Board as an independent director, and will serve as a member of the Audit Committee, Compensation and Management Development Committee, Nominating and Corporate Governance Committee, and Strategic Planning Committee. There is no arrangement or understanding between Mr. Capparelli and any other person pursuant to which Mr. Capparelli was appointed as a director of the Company. There are no transactions that are required to be disclosed pursuant to Item 404(a) of Regulation S-K in connection with the appointment of Mr. Capparelli to the Board.
Mr. Capparelli is eligible to participate in all compensation plans available to the Company’s other independent directors, including the Standard Motor Products, Inc. Amended and Restated 2016 Omnibus Incentive Plan (the “Plan”). In connection with his appointment, Mr. Capparelli will receive a pro rata portion of the annual cash retainer paid to our other independent directors, and a restricted stock award under the Plan for 125 shares of the Company’s common stock, and an award of the Company’s common stock valued at $6,875, representing, on a pro rata basis, the equity grants and awards paid to our other independent directors for the current term of office.
On April 4, 2022, the Company issued a press release announcing the appointment of Mr. Capparelli as a new director. A copy of such press release is furnished as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| 99.1 | Press release dated April 4, 2022 announcing the appointment of<br> Alejandro Capparelli as a new director to the Board of Directors of Standard Motor Products, Inc. |
| --- | --- |
| 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: April 5, 2022 |
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Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated April 4, 2022 announcing the appointment of Alejandro Capparelli as a new director to the Board of Directors of Standard Motor Products, Inc. |
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
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Exhibit 99.1
For Immediate Release
For more information, contact:
Anthony (Tony) Cristello
Standard Motor Products, Inc.
(972) 316-8107
Standard Motor Products, Inc. Announces
Appointment of New Director
New York, NY, April 4, 2022 ….… Standard Motor Products, Inc. (NYSE: SMP), a leading automotive parts manufacturer and distributor, announced today that Alejandro Cesar Capparelli has been appointed as an independent director to the Company’s Board of Directors. Mr. Capparelli will serve as a member of the Audit Committee, Compensation and Management Development Committee, Nominating and Corporate Governance Committee, and Strategic Planning Committee.
37-18 Northern Blvd., Long Island City, NY 11101
(718) 392-0200
www.smpcorp.com
In connection with the addition of Mr. Capparelli, the Board of Directors increased the size of the Board from ten to eleven directors and, effective as of May 19, 2022, approved a reduction in the size of the Board from eleven to ten directors upon the retirement of Mr. Richard Ward.
Mr. Capparelli, age 53, currently serves as the Vice President of Global Commercial Lifecycle Services of Rockwell Automation, Inc., an industrial automation and digital transformation company. He previously served as Rockwell Automation President in the Americas from 2020 to 2022, and President of Latin America from 2016 to 2020. Mr. Capparelli also held numerous roles of increasing responsibility in Rockwell’s sales, marketing, engineering, operations and customer support operations.
Mr. Capparelli holds a BS in Electrical Engineering from Universidad Nacional de Mar del Plata (Argentina).
Mr. Lawrence I. Sills, Standard Motor Products’ Chairman of the Board, stated, “We are very pleased to welcome Alejandro to our Board of Directors. Alejandro brings over 20 years of experience in engineering, industrial automation and digital transformation. In addition, Alejandro’s deep knowledge of international business development and strategy will greatly assist our Company in enhancing our business strategy abroad, and his business and senior leadership skills will be valuable assets to our Board. We look forward to Alejandro’s contributions to our Company.”
Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Standard Motor Products cautions investors that any forward-looking statements made by the company, including those that may be made in this press release, are based on management’s expectations at the time they are made, but they are subject to risks and uncertainties that may cause actual results, events or performance to differ materially from those contemplated by such forward-looking statements. Among the factors that could cause actual results, events or performance to differ materially from those risks and uncertainties discussed in this press release are those detailed from time-to-time in prior press releases and in the company’s filings with the Securities and Exchange Commission, including the company’s annual report on Form 10-K and quarterly reports on Form 10-Q. By making these forward-looking statements, Standard Motor Products undertakes no obligation or intention to update these statements after the date of this release.