Standard Motor Products, Inc 8-K, filed Dec 15, 2021
Standard Motor Products, Inc. (SMP)
8-K
2021-12-15
For: 2021-12-14
View Original
Added on
April 04, 2026
About this 8-K
Standard Motor Products, Inc filed this 8-K on December 15, 2021, reporting on events of December 14, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): December 14, 2021
(Exact Name of Registrant as Specified in its Charter)
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(State or Other
Jurisdiction of Incorporation)
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(Commission File Number)
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Identification Number)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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On December 14, 2021, the Board of Directors of Standard Motor Products, Inc. (the “Company”) increased the size of the Board from nine directors to ten and appointed Pamela
Puryear, Ph.D., as a new director to the Board. Dr. Puryear will serve until the next election of directors at the Company’s 2022 annual meeting of shareholders. Dr. Puryear 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 Dr. Puryear and any
other person pursuant to which Dr. Puryear 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 Dr. Puryear to the
Board.
Dr. Puryear 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 her appointment, Dr. Puryear will receive a restricted stock award under the Plan for 440 shares of the Company’s common stock, and an award of the Company’s common stock
valued at $24,200, representing, on a pro rata basis, the equity grants and awards paid by the Company to our other independent directors in 2021.
On December 15, 2021, the Company issued a press release announcing the appointment of Dr. Puryear as a new director. A copy of such press release is furnished as Exhibit 99.1
hereto.
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Financial Statements and Exhibits.
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99.1
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Press release dated December 15, 2021 announcing the appointment of Pamela Puryear as a new director to the Board of Directors of Standard Motor Products, Inc.
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104
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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.
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STANDARD MOTOR PRODUCTS, INC.
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By:
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/s/ Nathan R. Iles
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Nathan R. Iles
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Chief Financial Officer
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Date: December 15, 2021
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Exhibit Index
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Exhibit No.
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Description
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99.1
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104
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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.
(718) 392-0200
Standard Motor Products, Inc. Announces
Appointment of New Director
New York, NY, December 15, 2021 ….… Standard Motor Products, Inc. (NYSE: SMP), a leading automotive parts manufacturer and distributor,
announced today that Pamela Puryear, Ph.D., has been appointed as an independent director to the Company’s Board of Directors. Dr. Puryear 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 Dr. Puryear, the Board of Directors increased the size of the Board from nine to ten directors.
Dr. Puryear, age 58, currently serves as a member of the Board of Directors for Rockley Photonics Holdings Limited and NextGen
Healthcare, Inc. Dr. Puryear previously served as the Executive Vice President and Global Chief Human Resources Officer of Walgreens Boots Alliance, Inc., the Senior Vice President and Chief Human Resources Officer of Zimmer Biomet Holdings, Inc.
and the Senior Vice President and Chief Talent Officer of Pfizer Inc., as well as other executive and consulting positions.
Dr. Puryear holds a BA in Psychology from Yale University, an MBA from Harvard Business School, and a Ph.D. in Organizational
Psychology.
Mr. Lawrence I. Sills, Standard Motor Products’ Chairman of the Board, stated, “We are very pleased to welcome Pam to our Board of
Directors. Pam brings to our Company over 30 years of experience in human capital management, organizational transformation, innovation and finance. In addition, Pam’s experience with Environmental, Social and Governance issues will greatly assist
our Company in enhancing our corporate social responsibility strategies, and her business and executive experience and leadership skills will be valuable assets to our Board. We look forward to Pam’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.
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