8-K - SMP - Equibles

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

STANDARD MOTOR PRODUCTS, INC.

(Exact Name of Registrant as Specified in its Charter)

New York	001-04743	11-1362020
(State or Other<br><br> <br>Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employee<br><br> <br>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)).
---	---

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 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.

Item 9.01.	Financial Statements and Exhibits.
(d) <br> Exhibits.
---	---
99.1	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.
104	Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

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: December 15, 2021

Exhibit Index

Exhibit No.	Description
99.1	Press release dated December 15, 2021 announcing the appointment of Pamela Puryear as a new director to the Board of<br> Directors of Standard Motor Products, Inc.
104	Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

Exhibit 99.1

    ![](image0.jpg)

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.