STANDARD MOTOR PRODUCTS, INC.

37-18 Northern Blvd.

Long Island City, New York 11101

Proxy Statement for Annual Meeting of Stockholders

To Be Held on May ~~19, 2016~~18, 2017

This Proxy Statement is furnished in connection with the solicitation of proxies by our Board of Directors for use at our Annual Meeting of Stockholders to be held on May ~~19, 2016~~18, 2017 or at any adjournment thereof. This Proxy Statement is being distributed to shareholders on or about April ~~19, 2016,~~18, 2017, along with a proxy and our ~~2015~~2016 Annual Report.

Frequently Asked Questions About the Annual Meeting

Where and when is the Annual Meeting?

Our Annual Meeting will be held at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178, on Thursday, May ~~19, 2016~~18, 2017 at 2:00 p.m. (Eastern Daylight Time).

Who can vote at the Annual Meeting?

You are entitled to vote your shares of Common Stock at our Annual Meeting if you were a stockholder at the close of business on April ~~8, 2016,~~7, 2017, the record date for our Annual Meeting.

The total number of shares of Common Stock outstanding and entitled to vote on April ~~8, 2016~~7, 2017 was ~~23,317,210.~~23,521,207. Holders of Common Stock have the right to one vote for each share registered in their names as of the close of business on the record date.

What is the quorum requirement for the Annual Meeting?

In order to conduct business at our Annual Meeting, our By-laws require the presence in person or by proxy of stockholders holding a majority of the outstanding shares of Common Stock entitled to vote. If a quorum is not present, a vote cannot occur, and our Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum. Proxies voted as “withheld,” abstentions and broker non-votes are counted for the purpose of determining whether a quorum is present.

How do I know whether I am a registered shareholder or a beneficial shareholder?

You are a registered shareholder if your shares of Common Stock are registered directly in your name with our transfer agent, Computershare Investor Services.

You are a beneficial shareholder if your shares are held in an account at a bank, broker or other holder of record (also referred to as holding shares “in street name”).

What is the effect of not casting my vote?

If you are a registered shareholder and you do not vote your shares, your shares will not be taken into consideration in determining the outcome of the matters that are acted upon.

If you are a beneficial shareholder and you do not instruct your bank or broker how to vote your shares, under the rules of the New York Stock Exchange, your bank or broker will only be able to vote your shares on the ratification of KPMG LLP as our independent registered public accounting firm (Proposal No. 2). Your bank or broker will not be able to vote your shares on the election of directors (Proposal No. 1), the advisory resolution to approve the compensation of our named executive officers (Proposal No. 3), or the advisory proposal regarding the frequency (every one, two or three years) with which the advisory stockholder vote to approve the compensation of our named executive officers should be conducted in the future (Proposal No. 4), resulting in “broker non-votes” on those items.

Table of Contents

How do I vote my shares?

Registered shareholders may vote in one of four ways:

Vote by Mail: Complete, sign, date and return your proxy card in the enclosed postage-paid envelope.

Vote in Person: Attend the Annual Meeting, or send a personal representative with an appropriate proxy, to vote by ballot at the meeting.

Vote by Internet: Go to the website listed on your proxy card to vote by Internet. You will need to follow the instructions on your proxy card and the website.

Vote by Telephone: Call the telephone number on your proxy card to vote by telephone. You will need to follow the instructions on your proxy card and the voice prompts.

If you vote by Internet or by telephone, your electronic vote authorizes the named proxies to vote on your behalf in the same manner as if you completed, signed, dated and returned your proxy card. If you vote by Internet or by telephone, you do not need to return your proxy card.

If you are a beneficial shareholder, you will receive instructions from your bank, broker or other holder of record that you must follow in order to have your shares voted. If you wish to vote in person at the meeting, you must obtain a legal proxy from the bank, broker or other holder of record that holds your shares, and bring it, or other evidence of stock ownership, with you to the meeting.

~~Table of Contents~~

~~What is the effect of not casting my vote?~~

~~If you are a registered shareholder and you do not vote your shares, your shares will not be taken into consideration in determining the outcome of the matters that are acted upon.~~

If you are a beneficial shareholder and you do not instruct your bank or broker how to vote your shares, under the rules of the New York Stock Exchange, your bank or broker will only be able to vote your shares on the ratification of KPMG LLP as our independent registered public accounting firm (Proposal No. 3). Your bank or broker will not be able to vote your shares on the election of directors (Proposal No. 1), the resolution to approve the Standard Motor Products, Inc. 2016 Omnibus Incentive Plan (Proposal No. 2), and the advisory resolution to approve the compensation of our named executive officers (Proposal No. 4), resulting in “broker non-votes” on those items.

~~How do I know whether I am a registered shareholder or a beneficial shareholder?~~

~~You are a registered shareholder if your shares of Common Stock are registered directly in your name with our transfer agent, Computershare Investor Services.~~

~~You are a beneficial shareholder if your shares are held in an account at a bank, broker or other holder of record (also referred to as holding shares “in street name”).~~

~~How do I vote my shares?~~

~~Registered shareholders can vote in one of four ways:~~

~~Vote by Mail: Complete, sign, date and return your proxy card in the enclosed postage-paid envelope.~~

~~Vote in Person: Attend the Annual Meeting, or send a personal representative with an appropriate proxy, to vote by ballot at the meeting.~~

~~Vote by Internet: Go to the website listed on your proxy card to vote by Internet. You will need to follow the instructions on your proxy card and the website.~~

~~Vote by Telephone: Call the telephone number on your proxy card to vote by telephone. You will need to follow the instructions on your proxy card and the voice prompts.~~

Can I change my vote after I have voted?

Proxies are revocable at any time before they are exercised at our Annual Meeting. If you are a registered shareholder and you originally voted by mail, Internet or telephone, you may revoke your proxy by:

completing and returning a timely and later-dated proxy card, or using the Internet or telephone to timely transmit your later voting instructions,

appearing at our Annual Meeting and voting in person, or

contacting Carmine J. Broccole, Secretary of the Company, at the following address to notify him that your proxy is revoked:

Standard Motor Products, Inc.

37-18 Northern Blvd.

Long Island City, NY 11101

Email: financial@smpcorp.com

Fax: 718-784-3284

If you are a beneficial shareholder, you must follow the directions provided by your bank, broker or other holder of record to change or revoke any prior voting instructions.

Table of Contents

What are my voting options and how does management recommend that I vote?

	Proposal		Voting Options	Board of Director’s Recommendation

1.	Election of Directors		For All, Withhold All or For All Except Any Individual Nominee	For All
~~2. Approval of the Standard Motor Products, Inc. 2016 Omnibus Incentive Plan~~	~~For, Against or Abstain~~	~~For~~
3. 2.	Ratification of the appointment of KPMG LLP		For, Against or Abstain	For
4.
3.	Advisory Vote on the Compensation of our Named Executive Officers		For, Against or Abstain	For

4.	Advisory Vote on the Frequency of a Stockholder Vote on the Compensation of our Named Executive Officers		1 Year, 2 Years, 3 Years or Abstain	1 Year

In the absence of instructions, proxies will be voted in accordance with the recommendation of the Board of Directors of the Company with respect to Proposals No. 1 through 4, and in accordance with the best judgment of the individuals named as proxies with respect to any other matter properly brought before the meeting.

What vote is required to approve of each proposal?

Proposal No. 1: Nominees receiving a plurality of the votes cast will be elected as directors.

Proposals No. 2-4: The number of votes cast FOR (or in favor of the proposal) must exceed the number of votes cast AGAINST the proposal. Only those votes cast FOR or AGAINST a proposal will be counted to determine the results of the vote. Abstentions and broker non-votes will not count as votes cast.

Your vote on ~~Proposal~~Proposals No. 3 and 4 isare advisory, meaning itthey will not be binding on the Board of Directors or the Company; however, the Board will review the voting results and take them into consideration when making future decisions regarding executive ~~compensation.~~compensation and the frequency with which the advisory stockholder vote on executive compensation should be conducted.

Who will pay the expenses of this proxy solicitation?

The Company will pay all expenses in connection with the solicitation of proxies by our Board of Directors for use at our Annual Meeting. We will also pay banks, brokers or other holders of record their out-of-pocket and reasonable clerical expenses incurred in sending our proxy materials to beneficial owners for the purpose of obtaining their proxies.

How will the Company solicit proxies?

We will primarily solicit proxies by mail; however, certain of our directors, officers or employees may solicit by telephone, electronically or by other means of communication. Our directors, officers and employees will receive no additional compensation for any such solicitation. We do not expect to engage any paid solicitors to assist us in the solicitation of proxies.

Table of Contents

Proposal No. 1

Election of Directors

Our Board of Directors recommends that you vote FOR all of our director nominees.

At our Annual Meeting, ~~ten~~eleven directors are to be elected to hold office until our next annual meeting of stockholders and until their successors are duly elected and qualified. All nominees are currently directors of the Company.

Information Regarding Nominees

The following paragraphs provide information, as of the date of this Proxy Statement, about each nominee. The information includes each director’s age, all positions they hold, their principal occupation and business experience for at least the past five years, and the names of other publicly-held companies of which they currently serve as a director or for which they have served as a director at any time during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. Each nominee has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to serve the Company and our Board. Finally, we value their significant experience on other public company boards of directors and board committees.

Each person listed below has consented to be named as a nominee and agreed to serve if elected. If any of those named are not available for election at the time of the Annual Meeting, discretionary authority will be exercised to vote for substitutes unless the Board chooses to reduce the number of directors. Management is not aware of any circumstances that would render any nominee listed below unavailable.

You can read more about the process our Nominating and Corporate Governance Committee undertook to select our director nominees on page 2517 under the heading “Nominating and Corporate Governance Committee”.

Lawrence I. Sills

Executive Chairman of the Board

Age 7677

Director Since 1986

Mr. Sills has served as our Executive Chairman of the Board since March 2016, and as a director of the Company since 1986. Mr. Sills has also served as our Chairman of the Board from December 2000 to March 2016, Chief Executive Officer from December 2000 to March 2016, our President and Chief Operating Officer from 1986 to 2000, and our Vice President of Operations from 1983 to 1986. Mr. Sills is the father of Eric P. Sills, a director of the Company and our Chief Executive Officer and President. Mr. Sills holds an MBA from Harvard Business School and a BA from Dartmouth College.

Table of Contents

	We believe ~~Mr. Sills’~~Mr.Sills’ qualifications to serve as a director and our Executive Chairman of the Board include his wealth of experience and the business understanding that Mr. Sills has obtained from over 4050 years of working in various capacities at the Company and in the automotive industry. Mr. Sills’ knowledge of all aspects of the Company’s business and its history, position him well to serve as our Executive Chairman. In addition, we believe Mr. Sills’ qualifications to sit on our Board include his and his family’s significant ownership interest in the Company, which serves to align his interests with the interests of our other stockholders, and the fact that he represents the third generation of the Sills family which established the Company in 1919.

William H. Turner Presiding Independent Director Age 7677 Director Since 1990	Mr. Turner has served as our Presiding Independent Director since January 2006, and as a director of the Company since May 1990. ~~He also serves as a director of Ameriprise Financial, Inc.~~ Formerly, Mr. Turner served as a director of Ameriprise Financial, Inc., Volt Information Sciences, Inc., Franklin Electronic Publishers, Inc. and New Jersey Resources Corporation. In May 2015, Mr. Turner was elected as Chairman of the Board of Trustees of Bloomfield College, and since 1985, he has served as Chairman of the Board of Trustees of the International College, Beirut, Lebanon. From 2008 to 2010, Mr. Turner served as Acting Dean of the Business School at Montclair State University, and from 2004 to 2008, he served as the Dean of the College of Business at Stony Brook University. Mr. Turner served as the Senior Partner of Summus Ltd., a consulting firm, from 2002 to 2004. From 1997 to 2002, he served in various capacities at PNC Bank NJ, including President, Chief Executive Officer and Chairman Northeast Region. He was President and Co-Chief Executive Officer of Franklin Electronic Publishers, Inc. from 1996 to 1997. Prior to that time, he was the Vice Chairman of Chase Manhattan Bank and its predecessor, Chemical Banking Corporation. Mr. Turner completed the Advanced Management Program from Harvard Business School, and he holds an MBA from New York University and a BA from Trinity College. We believe ~~Mr. Turner’s~~Mr.Turner’s qualifications to serve as a director and our Presiding Independent Director include his extensive executive leadership and financial and managerial experience. His service as Chief Executive Officer and Vice Chairman at several banking institutions make him a valuable asset to our Board, and has provided him with a wealth of knowledge in dealing with financial and accounting matters. The depth and breadth of his exposure to complex financial issues at other large corporations, as well as the deep understanding of our Company that he has acquired ~~in two decades of service~~from serving on our Board for more than twenty-five years, make him a valuable advisor.

John P. Gethin Director Age 6768 Director Since 2016	Mr. Gethin has served as a director of the Company since March 2016, and as our Chief Operating Officer from 2000 to March 2016, and our President from 2000 to February 2015. From 1997 to 2000, Mr. Gethin served as our Senior Vice President of Operations. From 1998 to 2003, he served as the General Manager of our Temperature Control Division. From 1995 to 1997, Mr. Gethin was our Vice President and General Manager of EIS Brake Parts Division (a former business unit of ours). Mr. Gethin holds a BBA from Texas Christian University.

Table of Contents

	We believe Mr. Gethin’s qualifications to serve as a director include his extensive knowledge of our Company, and in particular, his experience developing, directing and improving upon our organizational processes and operational efficiencies for more than 16 years. Mr. Gethin has also acquired extensive knowledge of the automotive aftermarket industry, and his ability to leverage his knowledge and experience to provide unique insight to our Board makes him well qualified to serve as a member of the Board.

Pamela Forbes Lieberman Director Age 6263 Director Since 2007	Ms. Forbes Lieberman has served as a director of the Company since August 2007. Ms. Forbes Lieberman also serves as a director of A.M. Castle & Co. and VWR Corporation. From March 2006 to August 2006, Ms. Forbes Lieberman served as the interim Chief Operating Officer of Entertainment Resource, Inc. Prior to such time, Ms. Forbes Lieberman served as President and Chief Executive Officer and member of the Board of Directors of TruServ Corporation (now known as True Value Company) and prior to that as TruServ’s Chief Operating Officer and Chief Financial Officer. Prior to such time, Ms. Forbes Lieberman held Chief Financial Officer positions at ShopTalk Inc., The Martin-Brower Company, LLC, and Fel-Pro, Inc. and served as an automotive industry consultant. Ms. Forbes Lieberman, a Certified Public Accountant, began her career at PricewaterhouseCoopers LLP. Ms. Forbes Lieberman holds an MBA from Kellogg School of Management, Northwestern University, and a BS from the University of Illinois. We believe Ms.Forbes Lieberman’s qualifications to serve as a director include her many years of executive experience, including serving as Chief Executive Officer, Chief Operating Officer and Chief Financial Officer for distribution and automotive companies. She brings demonstrated management ability at senior levels to the Board and insights into the operational requirements of a large company. In addition, her knowledge of public and financial accounting matters, logistics, and business strategy provides valuable insight to our Board.

Patrick S. McClymont Director Age 47 Director Since 2017	Mr. McClymont has served as a director of the Company since February 2017. Mr. McClymont also serves as the Executive Vice President and Chief Financial Officer of IMAX Corporation, and as a director of Volunteers of America, Greater New York Chapter. Prior to joining IMAX, Mr. McClymont served as the Executive Vice President and Chief Financial Officer of Sotheby’s from October 2013 to December 2015, and as a Partner and Managing Director of Goldman, Sachs & Co., where he was a member of the Investment Banking Division from 1998 to October 2013. Mr. McClymont holds a Master of Business Administration from The Amos Tuck School, Dartmouth College, and a BA, with distinction, from Cornell University.

Table of Contents

	We believe Mr. McClymont’s qualifications to serve as a director include his expertise in financial matters and corporate strategy, as well as his business experience at public and private institutions in the areas of accounting, tax, treasury, finance, investor relations and risk management. His extensive knowledge in these areas, and his familiarity with the automotive industry, both domestically and abroad, make him a valuable advisor to our Board.

Joseph W. McDonnell Director Age 6465 Director Since 2012	Mr. McDonnell has served as a director of the Company since October 2012. Mr. McDonnell is also a Professor of Public Policy and Management at the University of Southern Maine’s Edmund S. Muskie School of Public Service and a Director of the University of Southern Maine’s Confucius Institute. Mr. McDonnell previously served at the University of Southern Maine as Provost and Vice President of Academic Affairs from August 2014 to August 2015, and as Dean of the College of Management and Human Service from July 2011 to August 2015. Prior to his work at the University of Southern Maine, he served as Interim Dean of the College of Business at Stony Brook University and as the President and Chief Executive Officer of the New York International Commerce Group, Inc., which provides services for companies doing business in China. Mr. McDonnell holds an Executive Program Certificate from Harvard Business School, a PhD in Communications from the University of Southern California, and an MA and BA from Stony Brook University.

~~Table of Contents~~

	We believe ~~Mr. McDonnell’s~~Mr.McDonnell’s qualifications to serve as a director include his significant experience in academics focusing on business administration and the development of management-level personnel, as well as the various leadership positions he held at foreign and domestic companies prior to becoming an academic administrator. His expertise in doing business in China and in consulting management on various strategic initiatives provides valuable insight to our Board.

Alisa C. Norris Director Age 4647 Director Since 2012	Ms. Norris has served as a director of the Company since October 2012. Ms. Norris ~~most recently~~also serves as the Chief Marketing and Communications Officer at JDRF International. Prior to joining JDRF International, Ms. Norris served as the Chief Marketing Officer of R.R. Donnelley & Sons Company from April 2013 to January 2015, where she was responsible for all aspects of marketing and communications. Prior to joining R.R. Donnelley, Ms. Norris served as the Chief People Officer of Opera Solutions, LLC, a leading predictive analytics company, where she was responsible for staff operations and human capital management. Prior to Opera Solutions, Ms. Norris served as a Senior Vice President and was a founding member of Zeborg, Inc., and as a strategy consultant for A.T. Kearney and Mitchell Madison Group. Ms. Norris holds an MBA from Harvard Business School and a BA from Trinity College, where she was Phi Beta Kappa.

Table of Contents

	We believe Ms. Norris’ qualifications to serve as a director include her significant experience in defining and implementing corporate governance structures and growth strategies, and in developing and managing operational resources in the areas of marketing and communications. Her experience of more than 15 years of providing consulting services to financial services, information technology and media, and office technology firms makes her a valuable advisor to our Board.

Eric P. Sills Director, Chief Executive Officer & President Age 4748 Director Since 2016	Mr. Sills has served as a director of the Company and our Chief Executive Officer since March 2016, and as our President since February 2015. Prior to serving as our President, Mr. Sills served as our Vice President Global Operations from January 2013 to February 2015, and our Vice President Engine Management Division from 2006 to January 2013. From 1991 to 2006, Mr. Sills served in various capacities in our Company, including as General Manager, LIC Operations, Director of Product Management, and Plant Manager, Oxygen Sensor Business Unit. He is the son of Lawrence I. Sills. Mr. Sills has completed an Advanced Management Program at Harvard Business School, and holds an MBA from Columbia University and a BA from Bowdoin College. We believe Mr. Sills’ qualifications to serve as a director include his extensive knowledge of our business and its operations, and the experience that he has acquired throughout his career, having served in a variety of senior management positions across our organization and as an executive officer. In addition, we believe Mr. Sills’ qualifications to serve as a director include his and his family’s significant ownership interest in the Company, which serves to align his interests with the interests of our other stockholders, and the fact that he represents the fourth generation of the Sills family which established the Company in 1919.

~~Table of Contents~~


Frederick D. Sturdivant Director Age 7879 Director Since 2001	Mr. Sturdivant has served as a director of the Company since December 2001. Mr. Sturdivant is a director of Dennen Steel, an independent consultant, and serves as an Adjunct Professor at the Warrington College of Business at the University of Florida. From 2000 to 2002, Mr. Sturdivant was Chairman of Reinventures LLC. From 1998 to 2000, he was Executive Managing Director of Navigant Consulting. From 1996 to 1998, he was President of Index Research and Advisory Services, a subsidiary of Computer Sciences Corporation. Previously, he served as a director of Fel-Pro, Inc., State Savings Bank, Columbus, and The Progressive Corporation. Mr. Sturdivant holds a PhD from Northwestern University, an MBA from the University of Oregon, and a BS from San Jose State. After completing his PhD at Northwestern University, Mr. Sturdivant held professorships at the University of Southern California, the University of Texas at Austin, the Harvard Business School, and an endowed chair at Ohio State University. We believe ~~Mr. Sturdivant’s~~Mr.Sturdivant’s qualifications to serve as a director include his many years of experience providing strategic advisory services to complex organizations in the areas of corporate strategy, marketing, management, information technology, distribution and environmental analysis. His knowledge of corporate strategy development and his organizational acumen provide valuable insight to our Board.

Table of Contents

Richard S. Ward

Director

Age 7576

Director Since 2004

Mr. Ward has served as a director of the Company since July 2004. Mr. Ward also serves as a member of the University of Virginia School of Law Business Advisory Council, the American Law Institute, the Association of General Counsel, and the Board of Trustees (Executive Committee) of the International College, Beirut, Lebanon. Mr. Ward is a private investor and legal consultant. In 2000, Mr. Ward served as Chairman of the Large, Complex Case Committee of the American Arbitration Association. From 1969 to 1998, he served in various legal and managerial capacities at ITT Corporation, including Executive Vice President, General Counsel and Corporate Secretary, and as a member of the ITT Management Committee. Previously, he served on the Boards of the American Arbitration Association, STC plc, a British telecommunications company, ITT Sheraton Corporation, First State Insurance Company, Boeing Industrial Technology Group Corporation, and Caesars World, Inc. Mr. Ward completed the Finance for Senior Executives program at Harvard Business School and holds an LLB from University of Virginia School of Law, and a BSME from Yale University. Mr. Ward is a member of the Bars of New York and Virginia, and is admitted to practice before the U.S. Court of International Trade and the U.S. Court of Appeals for the Federal Circuit.

We believe ~~Mr. Ward’s~~Mr.Ward’s qualifications to serve as a director include his experience as an executive officer of an international engineering and manufacturing company, and his legal and corporate governance expertise. His knowledge of the complex legal and governance issues facing multi-national companies and his understanding of what makes businesses work effectively and efficiently provide valuable insight to our Board.

~~Table of Contents~~

Roger M. Widmann

Director

Age 7677

Director Since 2005

Mr. Widmann has served as a director of the Company since May 2005. Mr. Widmann also serves as Chairman of Cedar Realty Trust, Inc., a real estate investment trust, and Chairman of Keystone National Group, a manger of private equity ~~fund of~~ funds. He is a senior moderator of the Aspen Seminar at The Aspen Institute and the Liberty Fellowship (South Carolina), and a senior mentor of the Henry Crown Fellowship Program. Previously, Mr. Widmann served as Vice Chair of Oxfam America, as Chairman of the Board of Lydall, Inc., a manufacturing company, as a principal of Tanner & Co., Inc., an investment banking firm, and as the Senior Managing Director of Chemical Securities Inc. (now JPMorgan Chase Corporation). Mr. Widmann holds a JD from the Columbia Law School and an AB from Brown University.

We believe ~~Mr. Widmann’s~~Mr.Widmann’s qualifications to serve as a director include his approximately 30 years experience in leading a manufacturing corporation as a director and Chairman and his experience as a principal of an investment banking firm. His demonstrated leadership capability and his extensive knowledge of complex financial and operational issues provide our Board with greater insight into the concerns of stockholders, investors, analysts and those in the financial community. The depth and breadth of his experience at such companies makes him a valuable advisor to our Board.

Table of Contents

Emeritus Directors of the Board of Directors

The Board of Directors has elected retired Directors, Arthur S. Sills and Peter J. Sills, to serve as emeritus members of the Board of Directors. Emeritus directors are invited to attend Board of Director meetings but do not have any voting rights. Emeritus directors may receive, at the discretion of the Board of Directors, compensation for their advisory services, reimbursement for meeting travel expenses, and coverage under our medical, dental and vision insurance plans.

~~Table of Contents~~

Proposal No. 2

~~Approval of the Standard Motor Products, Inc.~~

~~2016 Omnibus Incentive Plan~~

~~Our Board of Directors recommends that you vote FOR the approval of the Standard Motor Products, Inc. 2016 Omnibus Incentive Plan.~~

~~General~~

We are asking our stockholders to approve the Standard Motor Products, Inc. 2016 Omnibus Incentive Plan (the “Plan”), which was approved by our Board of Directors on February 11, 2016. If approved by our stockholders, the Plan will supersede the Standard Motor Products, Inc. 2006 Omnibus Incentive Plan and will become the Company’s only plan for providing stock-based incentive compensation to our employees, directors and other eligible persons. Approval of the Plan shall not affect awards already granted under the 2006 Omnibus Incentive Plan.

~~The following summary of certain material features of the Plan is subject to the specific provisions contained in the full text of the Plan, as set forth in Appendix A attached hereto.~~

~~Purpose of Plan~~

The Plan will allow the Company, under the direction of the Compensation and Management Development Committee of the Board of Directors or those persons to whom administration of the Plan has been delegated or permitted by law (the “Compensation Committee”) (the Nominating and Corporate Governance Committee of the Board of Directors will make recommendations to the Compensation Committee concerning non-employee directors), to make grants of stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance shares, cash-based awards and other stock-based awards to employees, directors, consultants, agents, advisors and independent contractors. The purpose of these stock awards is to attract and retain talented employees, directors and other eligible persons and further align their interests and those of our stockholders by linking a portion of their compensation with the Company’s performance.

~~Key Terms~~

~~The following is a summary of the key provisions of the Plan.~~

~~Plan Term~~:	~~May 19, 2016 to May 19, 2026~~

~~Eligible~~ ~~Participants~~:	All of our employees, directors, consultants, agents, advisors and independent contractors are eligible to receive awards under the Plan, provided they render services to the Company. The Compensation Committee will determine which individuals will participate in the Plan. As of April 8, 2016, there were approximately two hundred and fifty employees and eight non-employee directors who would be eligible to participate in the Plan.

~~Shares~~ ~~Authorized~~:	1,100,000, subject to adjustment to reflect stock splits and other corporate events or transactions. Shares subject to awards that are cancelled, forfeited, or expire by their terms or are otherwise not issued in connection with an award will be returned to the pool of shares available for grant and issuance under the Plan. Shares tendered in payment of the exercise price of an option, shares withheld from exercised awards for tax withholding purposes, shares subject to a stock appreciation right that are not issued in connection with the settlement of the award, and shares repurchased by the Company with proceeds received from the exercise price of an option will not be returned to the pool. Of the shares available in the pool, the maximum number of shares that may be issued to non-employee directors is two ~~hundred fifty thousand (250,000)~~ ~~shares.~~

~~Table of Contents~~

~~Award Types~~:

~~(a) Non-qualified and incentive stock options;~~

~~(b) Stock appreciation rights (SARs);~~

~~(c) Restricted stock and restricted stock units;~~

~~(d) Performance shares and performance units;~~

~~(e) Cash-based awards; and~~

~~(f) Other stock-based awards.~~

~~Annual Share~~

~~Limits on~~

~~Awards~~:

~~(a) Options: The annual maximum aggregate number of shares subject to options granted to any one person is twenty-five thousand (25,000).~~

~~(b) SARs: The annual maximum number of shares subject to stock appreciation rights granted to any one person is twenty-five thousand (25,000).~~

~~(c) Restricted Stock or Restricted Stock Units: The annual maximum aggregate grant with respect to awards of restricted stock or restricted stock units to any one person is ten thousand (10,000).~~

(d) Performance Shares or Performance Units: The annual maximum aggregate award of performance units or performance shares that a person may receive is ten thousand (10,000) shares, or equal to the value of ten thousand (10,000) shares determined as of the date of grant, as applicable.

(e) Cash-Based Awards: The annual maximum aggregate amount awarded or credited with respect to cash-based awards to any one person is the greater of one million dollars ($1,000,000) or the value of twenty-five thousand (25,000) shares determined as of the date of grant, as applicable.

~~(f) Other Stock-Based Awards: The annual maximum aggregate grant with respect to other stock-based awards to any one person is twenty-five thousand (25,000) shares.~~

~~(g) Non-employee director limits: The annual maximum aggregate grant with respect to awards to any non-employee director is ten thousand (10,000) shares.~~

~~Table of Contents~~

~~Vesting~~:

~~Vesting schedules will be determined by the Compensation Committee at the time that each award is granted, subject to the minimum vesting periods described below.~~

(a) Options: The minimum vesting period for the grant of an option is three (3) years following the date of grant, provided that an option may partially vest after no less than one (1) year so long as the entire grant does not fully vest until at least three (3) years following the date of grant, except as the Compensation Committee may provide in the event of death, disability, involuntary termination without cause, retirement, or a change of control.

(b) SARs: The minimum vesting period for the grant of a stock appreciation right is three (3) years following the date of grant, provided that a stock appreciation right may partially vest after no less than one (1) year so long as the entire grant does not fully vest until at least three (3) years following the date of grant, except as the Compensation Committee may provide in the event of death, disability, involuntary termination without cause, retirement, or a change of control.

(c) Restricted Stock or Restricted Stock Units: The minimum vesting period for the grant of restricted stock or restricted stock units is three (3) years (which may be a cliff or graded vesting schedule) following the date of grant, provided that grants to non-employee directors or employees receiving long-term retention awards who are aged 65 or older may fully vest after no less than one (1) year. The Compensation Committee may also determine that the vesting schedule may be accelerated due to death, disability, involuntary termination without cause, retirement, or a change of control.

(d) Performance Shares or Performance Units: Except as the Compensation Committee may provide in the event of death, disability, involuntary termination without cause, retirement, or a change of control, performance shares or performance units may not vest prior to the expiration of at least one (1) year of a performance period. The Compensation Committee may provide for the accelerated vesting of an award based on achievement of performance goals.

(e) Other Stock-Based or Cash-Based Awards: The minimum vesting period for the grant of other stock-based awards is one (1) year, except as the Compensation Committee may provide in the event of death, disability, involuntary termination without cause, retirement, or a change of control. Notwithstanding the foregoing, unless otherwise provided by the Compensation Committee, any such awards granted as full value awards shall not be subject to a vesting schedule. For cash-based awards, the Compensation Committee may determine whether the award is subject to a vesting schedule.

~~Table of Contents~~

~~Award Terms~~:	Each option granted shall expire at such time as the Compensation Committee shall determine at the time of grant but shall not be exercisable later than the tenth (10th) anniversary date of its grant. The term of any SAR granted shall be determined by the Compensation Committee but shall not be exercisable later than the tenth (10th) anniversary date of its grant.
~~Repricing~~ ~~Prohibited~~:	Options and SARs granted under the Plan may not be repriced, repurchased (including by cash buyout), replaced or regranted through cancellation or by lowering the option price of a previously granted option or the grant price of a previously granted SAR, without the approval of our stockholders.

~~Non-employee Director Awards~~

If the Plan is approved by stockholders at the Annual Meeting, it is anticipated that each non-employee director will receive on the date of each annual meeting of stockholders an automatic restricted stock award of 1,000 shares and an additional award of Common Stock valued at $55,000, based on the fair market value of the Company’s Common Stock as of the date of the annual meeting of stockholders. The restricted stock awards will vest after one year, so long as the director remains continuously in office. Non-employee directors will also be eligible to receive other types of awards under the Plan, but such awards are discretionary. In the event of a change of control of the Company (as defined in the Plan), all of the shares of restricted stock will accelerate and become vested in full.

~~New Plan Benefits~~

Except as described below, the following table sets forth information concerning the benefits or amounts under the Plan that we can determine will be received by all current non-employee directors as a group on an annualized basis.

~~Name and Position~~	~~Dollar Value ($)~~	~~Number of Shares~~
~~Non-employee directors as a group~~	~~Fair market value on date of grant~~	~~8,000~~
~~Non-employee directors as a group~~	~~$440,000~~	~~Fair market value on date of grant~~

The information in the above table is limited to the annual automatic restricted stock awards and other stock awards to be granted to our non-employee directors in connection with the Annual Meeting. Future awards under the Plan to executive officers, employees or other eligible participants, and any future discretionary awards to non-employee directors in addition to those granted automatically, are discretionary and cannot be determined at this time, nor can it be determined what these discretionary awards would have been if the Plan had been in effect during fiscal 2015. We therefore have not included any such awards in the table above.

~~Terms applicable to Stock Options and Stock Appreciation Rights~~

The exercise price of stock options or SARs granted under the Plan may not be less than the fair market value of our Common Stock on the date of grant (or, with respect to incentive stock options in the case of a holder of more than 10% of stock, 110% of fair market value). On the record date, the closing price of the Company’s Common Stock on the New York Stock Exchange was $33.60 per share. The Compensation Committee will determine at the time of grant the other terms and conditions applicable to such award, including exercisability and vesting, subject to the limitations described above.

~~Table of Contents~~

~~Terms applicable to Grants of Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units and Other Stock-Based or Cash-Based Awards~~

The Compensation Committee will determine the terms and conditions applicable to the granting of restricted stock, restricted stock units, performance shares, performance units and other stock-based or cash-based awards (including the grant of unrestricted shares). The Compensation Committee may make the grant, issuance, retention and/or vesting of restricted stock, restricted stock units, performance shares, performance units and other stock-based or cash-based awards contingent upon continued employment with the Company, the passage of time, or such performance criteria and the level of achievement as it deems appropriate.

~~Eligibility under Section 162(m)~~

Awards may include performance criteria that satisfy Section 162(m) of the Internal Revenue Code. To the extent that awards are intended to qualify as “performance-based compensation” under Section 162(m), the performance criteria may include any one or more of the measures listed below to measure the performance of any participant, the Company or any of its subsidiaries or affiliates, or any of their respective business units, either individually or in any combination, and measured either annually or cumulatively over a period of time, on an absolute basis or relative to a pre-established target, the previous years’ results or a designated comparison group, in each case as specified by the Compensation Committee in the award:

~~(a)~~

~~Net earnings or net income (before or after taxes);~~

~~(b)~~

~~Earnings per share (basic or diluted);~~

~~(c)~~

~~Net sales or revenue growth;~~

~~(d)~~

~~Net operating profit;~~

~~(e)~~

~~Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);~~

~~(f)~~

~~Cash flow (including, but not limited to, throughput, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);~~

~~(g)~~

~~Earnings before or after taxes, interest, depreciation, and/or amortization;~~

~~(h)~~

~~Earnings before taxes;~~

~~(i)~~

~~Gross or operating margins;~~

~~(j)~~

~~Corporate value measures;~~

~~(k)~~

~~Capital expenditures;~~

~~(l)~~

~~Unit volumes;~~

~~(m)~~

~~Productivity ratios;~~

~~(n)~~

~~Share price (including, but not limited to, growth measures and total shareholder return);~~

~~(o)~~

~~Cost or expense;~~

~~(p)~~

~~Margins (including, but not limited to, debt or profit);~~

~~(q)~~

~~Operating efficiency;~~

~~Table of Contents~~

~~(r)~~

~~Working capital targets or any element thereof;~~

~~(s)~~

~~Expense targets;~~

~~(t)~~

~~Economic value added or EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital);~~

~~(u)~~

Strategic milestones (including, but not limited to, debt reduction, improvement of cost of debt, equity or capital, completion of projects, achievement of synergies or integration objectives, or improvements to credit rating, inventory turnover, weighted average cost of capital, implementation of significant new processes, productivity or production, product quality, and any combination of the foregoing);

~~(v)~~

~~Strategic sustainability metrics (including, but not limited to, corporate governance, consumer advocacy, enterprise risk management, employee development, and portfolio restructuring); and~~

~~(w)~~

~~Gross, operating, stockholder equity, or net worth.~~

Notwithstanding the satisfaction of any performance criteria described above, to the extent specified at the time of the grant of an award, the number of shares of Common Stock, stock options or other benefits granted, issued, and/or retainable under an award on account of the satisfaction of performance criteria may be reduced by the Compensation Committee on the basis of such further considerations as the Compensation Committee in its sole discretion determines.

~~Cash-Based Awards~~

The Compensation Committee, at any time and from time to time, may grant cash-based awards to participants in such amounts and upon such terms as the Compensation Committee may determine. The Compensation Committee may establish performance goals in its discretion in connection with the grant of any cash-based awards.

~~Transferability~~

Except as otherwise provided in the Plan, awards granted under the Plan may not be sold, pledged, assigned, hypothecated, transferred or disposed of except by will or the laws of descent and distribution. No award may be made subject to execution, attachment or other similar process.

~~Administration~~

The Compensation Committee will administer the Plan. The Compensation Committee will select the persons who receive awards, determine the number of shares covered thereby, and, subject to the terms and limitations expressly set forth in the Plan, establish the terms, conditions and other provisions of the grants. The Compensation Committee may construe and interpret the Plan and prescribe, amend and rescind any rules and regulations relating to the Plan. The Compensation Committee may delegate to a committee of one or more directors or other persons the ability to grant awards to plan participants. In addition, the Compensation Committee may authorize one or more officers of the Company to do one or both of the following: (a) designate employees to be recipients of awards and (b) determine the size of any such awards; provided, however, (i) the Compensation Committee shall not delegate such responsibilities to any such officer for awards granted to an employee who is considered an insider (as defined in the Plan); (ii) the resolution providing such authorization sets forth the total number of awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Compensation Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.

~~Table of Contents~~

~~Amendments~~

The Company’s Board of Directors may alter, amend, modify, suspend, or terminate the Plan and any related award agreement in whole or in part; provided, however, that (i) no options or SARs issued under the Plan will be re-priced, repurchased (including a cash buyout), replaced, or re-granted through cancellation, or by lowering the option price of a previously granted option or the grant price of a previously granted SAR; (ii) any amendment of the Plan must comply with the rules of the New York Stock Exchange; and (iii) no material amendment of the Plan shall be made without stockholder approval if stockholder approval is required by law, regulation, or stock exchange rule.

~~Adjustments~~

In the event of a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change of the Company’s capital structure, the Compensation Committee may approve, in its discretion, an adjustment of the number and kind of shares available for grant under the Plan, and subject to the various limitations set forth in the Plan, the number of shares subject to outstanding awards under the Plan, and the exercise price of outstanding stock options and of other awards.

In the event of a merger or asset sale any or all outstanding awards may be assumed or an equivalent award substituted by a successor corporation. In the event the successor corporation refuses to assume or substitute the awards outstanding under the Plan, the outstanding awards shall vest and become exercisable as to 100% of the shares subject thereto.

~~Change of Control~~

The Plan provides that in the event of a change in control of the Company, any of the following may occur, in accordance with the applicable award agreement: (i) replacement awards of equal value to the award being replaced shall be provided to participants; (ii) outstanding options and SARs will become exercisable, outstanding awards of restricted stock and restricted stock units will become transferable and nonforfeitable, and each performance unit and performance share will be earned and converted into cash, Common Stock, or a combination of cash and Common Stock; or (iii) all outstanding awards will be cancelled and terminated and a payment of cash made or shares of stock delivered to participants, equal in value to the cancelled award.

~~Table of Contents~~

~~U.S. Tax Consequences~~

The following is a general summary as of the date of this Proxy Statement of the United States federal income tax consequences to the Company and participants in the Plan. The federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Each participant is encouraged to seek the advice of a qualified tax advisor regarding the tax consequences of participation in the plan.

~~Non-Qualified Stock Options~~

A participant will realize no taxable income at the time a non-qualified stock option is granted under the plan, but generally at the time such non-qualified stock option is exercised, the participant will realize ordinary income in an amount equal to the excess of the fair market value of the shares on the date of exercise over the stock option exercise price. Upon a disposition of such shares, the difference between the amount received and the fair market value on the date of exercise will generally be treated as a long-term or short-term capital gain or loss, depending on the holding period of the shares. The Company will generally be entitled to a deduction for federal income tax purposes at the same time and in the same amount as the participant is considered to have realized ordinary income in connection with the exercise of the non-qualified stock option.

~~Incentive Stock Options~~

A participant will realize no taxable income, and the Company will not be entitled to any related deduction, at the time any incentive stock option is granted. If certain employment and holding period conditions are satisfied, then no taxable income will result upon the exercise of such option and the Company will not be entitled to any deduction in connection with the exercise of such stock option. Upon disposition of the shares after expiration of the statutory holding periods, any gain realized by a participant will be taxed as long-term capital gain and any loss sustained will be long-term capital loss, and the Company will not be entitled to a deduction in respect to such disposition. While no ordinary taxable income is recognized at exercise (unless there is a “disqualifying disposition,” see below), the excess of the fair market value of the shares over the stock option exercise price is a preference item that is recognized for alternative minimum tax purposes.

Except in the event of death, if shares acquired by a participant upon the exercise of an incentive stock option are disposed of by such participant before the expiration of the statutory holding periods (i.e., a “disqualifying disposition”), such participant will be considered to have realized as compensation taxed as ordinary income in the year of such disposition an amount, not exceeding the gain realized on such disposition, equal to the difference between the stock option price and the fair market value of such shares on the date of exercise of such stock option. Generally, any gain realized on the disposition in excess of the amount treated as compensation or any loss realized on the disposition will constitute capital gain or loss, respectively. If a participant makes a “disqualifying disposition,” generally in the fiscal year of such “disqualifying disposition” the Company will be allowed a deduction for federal income tax purposes in an amount equal to the compensation realized by such participant. If a participant disposes of shares subject to an incentive stock option before two years after the option was granted, or before one year after the ISO was exercised, this is a disqualifying disposition.

~~Table of Contents~~

~~Stock Appreciation Rights~~

A grant of a stock appreciation right (which can be settled in cash or the Company Common Stock) has no federal income tax consequences at the time of grant. Upon the exercise of stock appreciation rights, the value received is generally taxable to the participant as ordinary income, and the Company generally will be entitled to a corresponding tax deduction.

~~Restricted Stock~~

A participant receiving restricted stock may be taxed in one of two ways: the participant (i) pays tax when the restrictions lapse (i.e., they become vested) or (ii) makes a special election to pay tax in the year the grant is made. At either time the value of the award for tax purposes is the excess of the fair market value of the shares at that time over the amount (if any) paid for the shares. The Company receives a tax deduction at the same time and for the same amount taxable to the participant. If a participant elects to be taxed at grant, then, when the restrictions lapse, there will be no further tax consequences attributable to the awarded stock until the participant disposes of the stock.

~~Restricted Stock Units~~

In general, no taxable income is realized upon the grant of a restricted stock unit award. The participant will generally include in ordinary income the fair market value of the restricted stock units at the time they vest. The Company generally will be entitled to a tax deduction at the time and in the amount that the participant recognizes ordinary income.

~~Performance Shares~~

The participant will not realize income when a performance share is granted, but will realize ordinary income when shares are transferred to him or her. The amount of such income will be equal to the fair market value of such transferred shares on the date of transfer. The Company will be entitled to a deduction for federal income tax purposes at the same time and in the same amount as the participant is considered to have realized ordinary income as a result of the transfer of shares.

~~Section 162(m) Limit~~

The Plan is intended to enable the Company to provide certain forms of performance-based compensation to executive officers that will meet the requirements for tax deductibility under Section 162(m) of the Internal Revenue Code. Section 162(m) provides that, subject to certain exceptions, the Company may not deduct compensation paid to any one of certain executive officers in excess of $1 million in any one year. Section 162(m) excludes certain performance-based compensation from the $1 million limitation.

~~Table of Contents~~

~~Cash-Based Awards and Other Stock-Based Awards~~

The participant will recognize, as a general rule, ordinary income at the time of payment of cash or delivery of actual shares of Common Stock. Future appreciation on shares of Common Stock held beyond the ordinary income recognition event will be taxable at capital gains rates when the shares of Common Stock are sold. The Company, as a general rule, will be entitled to a tax deduction that corresponds in time and amount to the ordinary income recognized by the participant, and the Company will not be entitled to any tax deduction in respect of capital gain income recognized by the participant.

~~Proposal No. 3~~

Ratification of the Appointment of KPMG LLP

Our Board of Directors recommends you vote “FOR” the ratification of KPMG as the Company’s independent registered public accounting firm.

The Audit Committee of our Board of Directors plans to appoint KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the ~~2016~~2017 fiscal year. Although the Company is not required to seek stockholder approval of this appointment, the Board believes it to be sound corporate governance to do so and is asking stockholders to ratify the appointment of KPMG. If the appointment is not ratified, the Audit Committee will investigate the reasons for stockholder rejection and will reconsider the appointment. Representatives of KPMG are expected to attend the Annual Meeting where they will be available to respond to questions and, if they desire, to make a statement.

Audit and Non-Audit Fees

The following table presents fees for professional services rendered by KPMG in the fiscal years ended December 31, ~~2015~~2016 and ~~2014.~~2015.

	2015		2014		2016		2015
Audit fees	$	1,367,750	$	1,433,000	$	1,510,850	$	1,367,750
Audit-related fees⁽¹⁾		61,240		59,800		199,125		61,240
Tax fees⁽²⁾		289,080		326,150		346,000		289,080
All other fees	─		─		─		─
Total	$	1,718,070	$	1,818,950	$	2,055,975	$	1,718,070

⁽¹⁾	Audit-related fees consist principally of audits of financial statements of certain employee benefit plans.

⁽²⁾	Tax fees consist primarily of U.S. and international tax compliance and planning.

1910

Table of Contents

In accordance with its charter, the Audit Committee approves the compensation and terms of engagement of the Company’s independent auditors, including the pre-approval of all audit and non-audit service fees. All of the fees paid to the Company’s independent auditors described above were for services pre-approved by the Audit Committee.

Proposal No. 43

Advisory Vote on the Compensation

of Our Named Executive Officers

Our Board of Directors recommends you vote “FOR” the approval of the non-binding, advisory resolution approving the compensation of our named executive officers.

SEC rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enable our stockholders to vote, on an advisory (non-binding) basis, at the Annual Meeting to approve the compensation of our named executive officers, as disclosed in this Proxy Statement (referred to as a “say-on-pay” vote). The say-on-pay vote is an advisory vote only, and it is not binding on the Company or the Board of Directors. Although the say-on-pay vote is non-binding, the Board values the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions as it deems appropriate.

As described more fully in the “Compensation Discussion and Analysis” section, beginning on page 3426 of this Proxy Statement, our executive compensation program is designed to attract, motivate and retain individuals with the skills required to formulate and drive the Company’s strategic direction and achieve annual and long-term performance goals necessary to create stockholder value, while striving to avoid the use of highly leveraged incentives that may encourage overly risky short-term behavior on the part of executives. We believe that our executive compensation program is reasonable and competitive and focused on pay for performance principles.

Our Compensation and Management Development Committee establishes, recommends and governs all of the compensation and benefits policies and actions for the Company’s named executive officers. We utilize a combination of base pay, annual incentives and long-term incentives. While we have generally targeted base pay to be in the median to 75% range, and each other component of executive compensation to be at or near the median range of similar-type compensation for our peer group, actual compensation of our named executive officers varies depending upon the achievement of pre-established performance goals, both corporate and individual. The annual incentive award is based both on company-wide operating financial performance (our EVA or economic value added bonus) as well as individual performance goals (our MBO or management by objective bonus), and it is limited to an annual award of 200% of the target opportunity. Through stock ownership requirements and equity incentives, we also align the interests of our executives with those of our stockholders and the Company’s long-term interests. Our executive compensation policies have enabled us to attract and retain talented and experienced executives and have benefited the Company over time. We believe that the fiscal year ~~2015~~2016 compensation of each of our named executive officers was reasonable and appropriate and aligned with the Company’s fiscal year ~~2015~~2016 results and achievement of the objectives of our executive compensation program.

2011

Table of Contents

The Company also has several governance policies in place to align executive compensation with stockholder interests and mitigate risks in its plans. These programs include stock ownership guidelines, limited perquisites, use of tally sheets, and a claw back policy.

For the reasons discussed above, the Board of Directors unanimously recommends that stockholders vote in favor of the following non-binding resolution:

“RESOLVED, that the stockholders hereby APPROVE, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and the other compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the ~~2016~~2017 Annual Meeting of Stockholders (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table for ~~2015~~2016 and other related tables and accompanying narrative).”

Proposal No. 4

Advisory Vote on the Frequency of a

Stockholder Vote on the Compensation of Our

Named Executive Officers

Our Board of Directors recommends that you vote to approve holding the non-binding, advisory stockholder vote on the compensation of our named executive officers EVERY YEAR.

SEC rules adopted pursuant to the Dodd-Frank Act also require that we enable our stockholders to vote at least once every six years to approve, on an advisory (non-binding) basis, the frequency (every one, two or three years) with which the non-binding, advisory stockholder vote to approve the compensation of our named executive officers should be conducted in the future (referred to as a “say-on-pay” vote). In accordance with those rules, we are requesting that you vote to advise us as to whether you believe future say-on-pay votes should occur every one, two or three years, or whether you wish to abstain from voting on this proposal.

At our 2011 Annual Meeting, our stockholders expressed a preference to hold our say-on-pay vote annually. Our Board determined to accept our stockholders’ expressed preference, and we have held our say-on-pay vote annually since that meeting.

Table of Contents

While our compensation philosophy and our executive compensation program promote a performance-based culture that rewards superior performance over the long-term, our Board believes that holding the say-on-pay vote annually provides us with more immediate feedback from our stockholders. Accordingly, our Board recommends that you vote to continue holding the say-on-pay vote every year.

The result of this advisory vote on the frequency of our say-on-pay vote is non-binding; however, the Board values the opinions of our stockholders, and will consider the outcome of the vote and those opinions when deciding how frequently to conduct future say-on-pay votes.

Security Ownership of Certain Beneficial Owners

and Management

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of April ~~8, 2016~~7, 2017 by:

each person who is known to the Company to be the beneficial owner of more than five percent of the Company’s Common Stock;

each director and nominee for director of the Company;

our principal executive officer, principal financial officer, and each of our ~~four~~three other most highly compensated executive officers named in the Summary Compensation Table below; and

all directors and executive officers as a group.

Name and Address	Amount and Nature of Beneficial Ownership ⁽¹⁾			Percentage of Class
BlackRock, Inc.		2,347,496	⁽²⁾		10	%
55 East 52nd Street
New York, NY 10055
Royce & Associates, LP		2,144,708	⁽³⁾		9.1	%
745 Fifth Avenue
New York, NY 10151
FMR LLC		1,845,702	⁽⁴⁾		7.8	%
245 Summer Street
Boston, MA 02210
Dimensional Fund Advisors LP		1,600,898	⁽⁵⁾		6.8	%
Palisades West, Bldg. One
6300 Bee Cave Road
Austin, TX 78746
Lawrence I. Sills		758,196	⁽⁶⁾		3.2	%
Eric P. Sills		169,475			*
William H. Turner		71,453			*
Richard S. Ward		71,105			*
Roger M. Widmann		60,610			*
James J. Burke		56,426			*
Carmine J. Broccole		53,349			*

Name and Address

Amount and
Nature of
Beneficial Ownership ⁽¹⁾

Percentage
of Class

Royce & Associates, LLC 3,084,403
⁽²⁾
13.2 %
745 Fifth Avenue
New York, NY 10151
BlackRock, Inc. 1,843,214
⁽³⁾
7.9 %
55 East 52nd Street
New York, NY 10055
FMR LLC 1,751,868
⁽⁴⁾
7.5 %
245 Summer Street
Boston, MA 02210

2113

Table of Contents

Name and Address

Amount and
Nature of
Beneficial Ownership ⁽¹⁾

Percentage
of Class

Dimensional Fund Advisors LP 1,559,303
⁽⁵⁾
6.7 %
Palisades West, Bldg. One
6300 Bee Cave Road
Austin, TX 78746
Lawrence I. Sills 755,341
⁽⁶⁾
3.2 %
Eric P. Sills 167,197 *
William H. Turner 68,960 *
Richard S. Ward 68,394 *
James J. Burke 58,566 *
Roger M. Widmann 58,117 *
Pamela Forbes Lieberman 50,589 *
Dale Burks 48,670 *
Carmine J. Broccole 47,265 *
Frederick D. Sturdivant 29,936 *
John P. Gethin 25,560 *
Joseph W. McDonnell 10,130 *
Alisa C. Norris 10,130 *
Directors and Officers as a group (17 persons) 1,510,123 6.5 %

Name and Address	Amount and Nature of Beneficial Ownership ⁽¹⁾	Percentage of Class
Pamela Forbes Lieberman	53,082	*
Dale Burks	52,363	*
Frederick D. Sturdivant	28,729	*
John P. Gethin	17,402	*
Joseph W. McDonnell	12,623	*
Alisa C. Norris	12,623	*
Patrick S. McClymont	1,086	*
Directors and Officers as a group (18 persons)	1,542,481	6.6	%

*	Represents beneficial ownership of less than one percent of the outstanding shares of Common Stock.

⁽¹⁾

Applicable percentage of ownership is calculated by dividing (a) the total number of shares beneficially owned by the stockholder by (b) ~~23,317,210~~23,521,207 which is the number shares of Common Stock outstanding as of April ~~8, 2016.~~7, 2017. Beneficial ownership is calculated based on the requirements of the Securities and Exchange Commission. Except as indicated in the footnotes to this table, the stockholder named in the table has sole voting power and sole investment power with respect to the shares set forth opposite such stockholder’s name. Unless otherwise indicated, the address of each individual listed in the table is c/o Standard Motor Products, Inc., 37-18 Northern Blvd., Long Island City, New York 11101.

⁽²⁾	The information for Royce & Associates, LLC and certain of its affiliates (“Royce”) is based solely on an amendment to its Schedule 13G filed with the SEC on January 27, 2016, wherein Royce states that it beneficially owns an aggregate of 3,084,403 shares of our Common Stock.

⁽³⁾

~~The information for~~ BlackRock, Inc. and certain of its affiliates (“BlackRock”) is based solely on an amendment to its Schedule 13G filed with the SEC on January ~~27, 2016,~~9, 2017, wherein BlackRock states that it beneficially owns an aggregate of ~~1,843,214~~2,347,496 shares of our Common Stock; BlackRock states that it has sole voting power for ~~1,797,081~~2,302,619 shares and has sole investment power for ~~1,843,214~~2,347,496 shares.

⁽³⁾	The information for Royce & Associates, LP and certain of its affiliates (“Royce”) is based solely on an amendment to its Schedule 13G filed with the SEC on January 18, 2017.

⁽⁴⁾

The information for FMR LLC and certain of its affiliates (“FMR”) is based solely on an amendment to its Schedule 13G filed with the SEC on February ~~12, 2016,~~14, 2017, wherein FMR states that it beneficially owns an aggregate of ~~1,751,868~~1,845,702 shares of our Common Stock; FMR states that it has sole voting power for ~~531~~10,891 shares and has sole investment power for ~~1,751,868~~1,845,702 shares.

⁽⁵⁾

The information for Dimensional Fund Advisors LP and certain of its affiliates (“Dimensional”) is based solely on an amendment to its Schedule 13G filed with the SEC on February 9, ~~2016,~~2017, wherein Dimensional states that it beneficially owns an aggregate of ~~1,559,303~~1,600,898 shares of our Common Stock; Dimensional states that it has sole voting power for ~~1,498,459~~1,546,256 shares and has sole investment power for 1,600,898 shares.

⁽⁶⁾	Includes 2,812 shares of Common Stock owned by Mr. Sills’ wife. For shares of stock held by his wife, Lawrence I. Sills disclaims beneficial ownership of the shares so deemed “beneficially owned” by him within the meaning of Rule 13d-3 of the Exchange Act.

~~Table of Contents~~

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who beneficially own more than ten percent of a registered class of the Company’s Common Stock, to file initial reports of ownership and reports of changes in ownership of the Common Stock of the Company with the Securities and Exchange Commission and the New York Stock Exchange. Officers, directors, and greater than ten percent stockholders are required by regulation of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely upon a review of the copies of such reports furnished to the Company and written representations from our directors and executive officers that no other reports were required during the fiscal year ended December 31, ~~2015,~~2016, the Company believes that all Section 16(a) reports required to have been filed by the Company’s directors and executive officers during ~~2015~~2016 were timely filed, except that ~~Peter J. Sills and Arthur S. Sills, retired directors of the Company,~~Frederick D. Sturdivant did not timely report one transaction on ~~December~~August 9, ~~2015,~~2016, for the sale of shares ~~owned directly by~~of the ~~Sills Family Foundation, and indirectly by Peter J. Sills and Arthur S. Sills.~~Company’s Common Stock.

Table of Contents

Corporate Governance

The Company’s Board of Directors has adopted policies and procedures that the Board believes are in the best interests of the Company and its stockholders as well as compliant with the Sarbanes-Oxley Act of 2002, the rules and regulations of the Securities and Exchange Commission, and the listing standards of the New York Stock Exchange. In particular:

The Board has adopted Corporate Governance Guidelines;

The Board has appointed a Presiding Independent Director, who is independent under the New York Stock Exchange standards and applicable Securities and Exchange Commission rules;

A majority of the Board and all members of each Board Committee are independent under the New York Stock Exchange standards and applicable Securities and Exchange Commission rules;

The Board has adopted charters for each of the Committees of the Board and the Presiding Independent Director;

The Company’s Corporate Governance Guidelines provide that the independent directors meet periodically in executive session without management and that the Presiding Independent Director chairs the executive sessions;

Interested parties are able to make their concerns known to non-management directors or the Audit Committee by e-mail or by mail (see “Communications to the Board” section below);

The Company has a Corporate Code of Ethics that applies to all Company employees, officers and directors, and a Whistleblower Policy with a dedicated website and toll-free helpline that is operated by an independent third party and is available to any employee, supplier, customer, stockholder or other interested third party; and

~~Table of Contents~~

The Company has established Stock Ownership Guidelines that apply to its independent directors and executive officers.

Certain information relating to corporate governance matters can be viewed at www.smpcorp.com under “Investor Relations─Governance Documents.” Copies of the Company’s (1) Corporate Governance Guidelines, (2) charters for the Audit Committee, Compensation and Management Development Committee, Nominating and Corporate Governance Committee, Strategic Planning Committee, and the Presiding Independent Director, and (3) Corporate Code of Ethics and Whistleblower Policy are available on the Company’s website. Copies will also be provided to any stockholder free of charge upon written request to Carmine J. Broccole, Secretary of the Company, at 37-18 Northern Blvd., Long Island City, NY 11101 or via email at ~~financial@smpcorp.com.~~financial@smpcorp.com.

Table of Contents

Meetings of the Board of Directors and its Committees

In ~~2015,~~2016, the total number of meetings of the Board of Directors, including regularly scheduled and special meetings, was eight. All of our directors attended at least 75% of the total number of meetings of the Board and the Committees on which they served during ~~2015.~~2016. The Company requires all Board members to attend its Annual Meeting of Stockholders. All directors were present at the ~~2015~~2016 Annual Meeting of Stockholders held on May ~~14, 2015.~~19, 2016.

The Board currently has four standing committees: (1)an Audit Committee; (2) a Compensation and Management Development Committee; (3) a Nominating and Corporate Governance Committee; and (4) a Strategic Planning Committee. Each committee is comprised only of our independent ~~directors.~~directors, except that Mr. Gethin, a non-independent director, is a member of the Strategic Planning Committee. The table below describes the composition, and the current chair, of each committee.

Name	Audit Committee	Compensation and Management Development Committee	Nominating and Corporate Governance Committee	Strategic Planning Committee
Lawrence I. Sills

William H. Turner	Chair	Member	Member	~~Member~~

John P. Gethin				Member

Pamela Forbes Lieberman	Member	Member	Member	Co-Chair

Patrick S. McClymont*	Member	Member	Member	Member

Joseph W. McDonnell	Member	Member	Member	Member

Alisa C. Norris	~~Member~~	~~Member~~	Member	Member	Member	Member

Eric P. Sills

Frederick D. Sturdivant	Member	Member	Member	Co-Chair

Richard S. Ward	Member	Member	Chair

Roger M. Widmann	Member	Chair	Member	Member

24* Mr. McClymont was appointed to the committees described above in February 2017.

~~Table of Contents~~

Audit Committee

The Audit Committee is responsible for: (1)recommending to the Board of Directors the engagement of the independent auditors of the Company; (2) reviewing with the independent auditors the scope and results of the Company’s audits; (3)pre-approving the professional services furnished by the independent auditors to the Company; (4) reviewing the independent auditors’ management letter with comments on the Company’s internal accounting control; and (5)reviewing management policies relating to risk assessment and risk management. The Audit Committee held ~~four~~five meetings in ~~2015.~~2016.

Table of Contents

The Board of Directors has determined that each Audit Committee member is financially literate and independent. In addition, the Board has determined that at least one member of the Audit Committee meets the New York Stock Exchange standard of having accounting or related financial management expertise. The Board has also determined that William H. Turner (the Audit Committee’s Chairman), Pamela Forbes Lieberman, Patrick S. McClymont and Roger M. Widmann meet the Securities and Exchange Commission’s criteria for an “audit committee financial expert.”

Compensation and Management Development Committee

The Compensation and Management Development Committee’s functions are to: (1)approve the compensation packages of the Company’s executive officers; (2)administer the Company’s equity incentive plans and other benefit plans; (3)review the Company’s overall compensation policies and practices, including compensation-related risk assessments; (4) review the performance, training and development of Company management in achieving corporate goals and objectives; and (5) oversee the Company’s management succession planning. The Compensation and Management Development Committee held ~~two meetings~~one meeting in ~~2015.~~2016.

The Compensation and Management Development Committee has the exclusive authority and responsibility to determine all aspects of executive compensation packages. The Committee may, at its discretion, solicit the input of our executive officers (including our Executive Chairman and our Chief Executive Officer) or any independent consultant or advisor in satisfying its responsibilities. The Committee may also, at its discretion, form and delegate authority to subcommittees, or it may delegate authority to one or more designated members of the Board or to our executive officers.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee’s functions are to assist the Board in discharging and performing the duties and responsibilities of the Board with respect to corporate governance, including:

the identification and recommendation to the Board of individuals qualified to become or continue as directors;

the continuous improvement in corporate governance policies and practices;

~~Table of Contents~~

the annual self-assessment of the performance of the Board and each Committee of the Board;

the recommendation of members for each committee of the Board; and

the compensation arrangements for members of the Board.

Table of Contents

The Nominating and Corporate Governance Committee held ~~three~~two meetings in ~~2015.~~2016. The Nominating and Corporate Governance Committee has the exclusive authority and responsibility to determine all aspects of director compensation. The Committee may solicit, in its discretion, the input of an independent consultant or advisor in satisfying its responsibilities.

Qualifications for consideration as a director nominee vary according to the particular areas of expertise being sought as a complement to the existing board composition. However, in making nominations, the Nominating and Corporate Governance Committee seeks candidates who possess: (1) the highest level of integrity and ethical character; (2) a strong personal and professional reputation; (3) sound judgment; (4) financial literacy; (5) independence; (6) significant experience and proven superior performance in professional endeavors; (7) an appreciation for Board and team performance; (8) the commitment to devote the time necessary for Board activities; (9) skills in areas that will benefit the Board; and (10) the ability to make a long-term commitment to serve on the Board.

In recommending candidates for election to the Board, the Nominating and Corporate Governance Committee considers nominees recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. The Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. The Committee reviews each candidate’s qualifications, taking into account diversity in professional experience, skills and background, as well as racial and gender diversity, to determine whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Committee recommends the candidate for consideration by the Board. The Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Stockholders may propose director candidates for consideration by the Nominating and Corporate Governance Committee. For stockholder candidates to be considered, written notice of such stockholder recommendation (a) must be provided to the Secretary of the Company not less than 45 days nor more than 75 days prior to the first anniversary of the record date for the preceding year’s annual meeting, and (b) must contain the name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve, if elected, and evidence of the nominating person’s ownership of Company stock. Both stockholder-proposed candidates and other candidates identified and evaluated by the Nominating and Corporate Governance Committee must comply with the above procedure and meet the qualifications for directors, as outlined in the charter of the Committee and the By-laws of the Company. To recommend a prospective nominee for the Nominating and Corporate Governance Committee’s consideration, a stockholder must submit the candidate’s name and qualifications to Carmine J. Broccole, Secretary of the Company, at 37-18 Northern Blvd., Long Island City, NY 11101.

2618

Table of Contents

Strategic Planning Committee

The Strategic Planning Committee’s functions are to assist the Board in discharging and performing its oversight role regarding the Company’s long-term strategic planning and to give guidance to management in creating the Company’s long-term strategic plans. The Committee held ~~three~~two meetings in ~~2015.~~2016.

In fulfilling its role, the Committee shall, among other things, (1) assist in the development, adoption, and modification of the Company’s current and future strategy; (2) review and assess external developments and other factors affecting the automotive aftermarket and their impact on the Company’s strategy; (3) review and assess the Company’s core competencies with regard to expanding their implementation in attractive markets beyond the automobile aftermarket; and (4) review and advise the Board and management on corporate development and growth initiatives, including acquisitions, joint ventures and strategic alliances.

Board Leadership Structure

The business of the Company is managed under the direction of the Board of Directors of the Company in the interest of the stockholders. The Board delegates its authority to senior management for managing the everyday affairs of the Company. The Board requires that senior management review major actions and initiatives with the Board prior to implementation.

Prior to March 2016, Lawrence I. Sills served in the combined roles of Chairman of the Board and Chief Executive Officer. We believed that Mr. Sills’ was uniquely qualified through his experience and expertise to serve as both Chairman of the Board and Chief Executive Officer, and that the combined roles provided a clarity of leadership that was in the best interest of our Company and its stockholders.

At the time that Eric P. Sills was promoted to our Chief Executive Officer in March 2016, we re-evaluated our board leadership structure. We determined that separating the roles of Executive Chairman of the Board and Chief Executive Officer, and having Lawrence I. Sills continue his service as our Executive Chairman, would be in the best interest of the Company and its stockholders. As our Executive Chairman, Lawrence I. Sills will continue to provide leadership to the Board, lead discussions of strategic issues for the Company, and work with the Board to define its structure and activities in fulfillment of its responsibilities. As our Chief Executive Officer and President, Eric P. Sills will focus on the day-to-day operations of our business and the implementation of our business strategy to achieve our annual and long-term strategic, financial, organizational and management goals.

2719

Table of Contents

In addition, we believe that the use of a Presiding Independent Director (currently William H. Turner) will continue to be an important aspect of our board leadership structure as it provides independent oversight of management. The Presiding Independent Director approves Board agendas and meeting schedules to assure that there is sufficient time for discussion of all agenda items, as well as the quality, quantity and timeliness of information sent to the Board. The Presiding Independent Director also serves as the principal liaison between the Executive Chairman and the independent directors and presides at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors. The Presiding Independent Director has the authority to call meetings of the independent directors and retain outside counsel and other advisors to the extent necessary in the conduct of his duties and responsibilities. The Presiding Independent Director is expected to foster a cohesive Board that cooperates with the Executive Chairman and Chief Executive Officer towards the ultimate goal of creating stockholder value. The Presiding Independent Director is nominated by the Nominating and Corporate Governance Committee and approved by the independent directors of the Board every year, but a director may serve for one or more terms as Presiding Independent Director at the discretion of the Nominating and Corporate Governance Committee. A copy of the charter of the Presiding Independent Director can be viewed at www.smpcorp.com under “Investor Relations─Governance Documents.”

The Board’s Role in Risk Oversight

Our Board oversees an enterprise-wide approach to risk management. The Board’s role in the Company’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Company. In addition, the Board (or the appropriate Committee in the case of risks that are under the purview of a particular Committee) receives these reports to enable it to understand our risk identification, risk management and risk mitigation strategies as well as to consider what level of risk is appropriate for the Company.

The involvement of the Board in setting the Company’s business strategy is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company. As part of its risk oversight function, the Board reviews risk throughout the business, focusing on financial risk, legal/compliance risk and operational/strategic risk.

While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and receives an annual risk assessment report from the Company’s internal auditors. In addition to setting compensation, the Compensation and Management Development Committee strives to create incentives that encourage a level of risk-taking behavior that is consistent with the Company’s business strategy.

Communications to the Board

Stockholders and other interested parties may communicate with the Board or individual directors, including the Presiding Independent Director, pursuant to the procedures established by the Nominating and Corporate Governance Committee from time to time. Correspondence intended for the Board or an individual director should be sent to the attention of the Secretary of the Company at 37-18 Northern Blvd., Long Island City, NY 11101, who will forward it to the members of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will have the discretion to distribute only such correspondence to the Board or individual members of the Board that the Committee determines in good faith has a valid business purpose or is otherwise appropriate for the Board or individual member thereof to receive.

2820

Table of Contents

Corporate Code of Ethics

The Board of Directors of the Company has adopted a Corporate Code of Ethics to: (1) promote honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest; (2) promote full, fair, accurate, timely and understandable disclosure; (3) promote compliance with applicable laws and governmental rules and regulations; (4) ensure the protection of the Company’s legitimate business interests, including business opportunities, assets and confidential information; and (5) deter wrongdoing. Our Corporate Code of Ethics is available at www.smpcorp.com under “Investor Relations─Governance Documents.”

Director Independence

The Board has affirmatively determined that each member of the Board and Committees of the Board, other than Lawrence I. Sills, Eric P. Sills and John P. Gethin, is independent. The Board made such determination based upon the definitions and criteria established by the New York Stock Exchange and the Securities and Exchange Commission for independent board members. In that regard, the Board considered whether any director has, or has had in the most recent three years, any material relationships with the Company, including any affiliation with our independent auditors. In assessing independence, the Board considers all relevant facts and circumstances. In particular, when assessing the materiality of a director’s relationship with the Company, the Board considers the issue not just from the standpoint of the director, but also from that of the persons or organizations with which the director has an affiliation or family relationship.

Director Compensation

The following table sets forth the compensation paid by the Company to our non-employee directors in ~~2015.~~2016.

Name	Fees Earned or Paid in Cash ⁽¹⁾		Stock Awards ⁽²⁾		All Other Compensation ⁽³⁾		Total		Fees Earned or Paid in Cash ⁽¹⁾		Stock Awards ⁽²⁾		All Other Compensation ⁽³⁾		Total
William H. Turner	$	110,000	$	90,070	$	─	$	200,070	$	110,000	$	87,250	$ ─		$	197,250
Pamela Forbes Lieberman		90,000		90,070		10,739		190,809		90,000		87,250		10,377		187,627
Frederick D. Sturdivant		90,000		90,070		10,739		190,809		90,000		87,250		10,374		187,624
Roger M. Widmann		90,000		90,070		678		180,748		90,000		87,250		532		177,782
Richard S. Ward		82,000		98,070	─			180,070		82,000		95,250	─			177,250
Joseph W. McDonnell		80,000		90,070	─			170,070		80,000		87,250	─			167,250
Alisa C. Norris		80,000		90,070	─			170,070		80,000		87,250	─			167,250
Arthur S. Sills*		15,000	─			20,237		35,237		15,000	─			13,040		28,040
Peter J. Sills*										15,000	─			13,040		28,040
John P. Gethin										15,000	─			9,780		24,780

2921

Table of Contents

Name

Fees Earned or
Paid in Cash ⁽¹⁾

Stock
Awards ⁽²⁾

All Other
Compensation ⁽³⁾
Total
Peter J. Sills* 15,000 ─ 13,314 28,314

Arthur S. Sills and Peter J. Sills served as directors until their retirement in March 2016.

⁽¹⁾

Includes (a) the cash portion of the annual retainer paid to ~~independent~~non-employee directors, and (b) the annual retainer paid to each Chairperson of our Board Committees and to our Presiding Independent Director.

⁽²⁾

Represents the grant date fair value of (a) the Company Common Stock awarded to our independent directors as part of their annual retainer, and (b) shares of restricted stock granted to each independent director.

The grant date fair value of stock awards is computed in accordance with ASC Topic 718. For a discussion of the valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016.

The number of shares of Common Stock covered by outstanding (unvested) stock awards held by each independent director at December 31, ~~2015~~2016 are set forth below:

Name	Outstanding (Unvested) Restricted Stock Awards
William H. Turner		1,000
Pamela Forbes Lieberman		1,000
Joseph W. McDonnell		1,000
Alisa C. Norris		1,000
Frederick D. Sturdivant		1,000
Richard S. Ward		1,000
Roger M. Widmann		1,000

No directors held option awards outstanding at December 31, ~~2015.~~2016.

⁽³⁾

Represents the applicable COBRA premiums for medical, dental and vision insurance plan coverage provided to any director less contributions paid by such director.

For ~~2015, the~~2016, each independent director received an annual cash retainer ~~paid~~of $80,000, and each other director who was not an employee received an annual cash retainer of $15,000. Any portion of the cash retainer awarded to ~~each~~our independent ~~director was $80,000, of which any portion can~~directors may be taken in Company Common Stock at the discretion of the director. ~~For 2015, each affiliated outside director was entitled to receive an annual cash retainer of $15,000.~~ In ~~2015,~~2016, Mr. Ward elected to receive $8,000 of his cash retainer in Company Common Stock, which is included in the figure for him in the “Stock Awards” column in the Director Compensation table above.

In addition, in ~~2015,~~2016, each independent director received an award of Common Stock valued at $55,000, based on the fair market value of the Company’s Common Stock as of the date of issuance, and a restricted stock award under the ~~2006~~2016 Omnibus Incentive Plan covering 1,000 shares of Common Stock with a grant date fair market value of ~~$35.07,~~$32.25, for a total of $~~35,070~~.32,250. These amounts are included in the “Stock Awards” column in the Director Compensation table above. The restricted stock awards granted to our independent directors vest one year after the grant date, so long as the director remains continuously in office. In the event of a merger of the Company or sale of all or substantially all of the Company’s assets, vesting of all of the shares of restricted stock will accelerate, and such shares will become fully vested. Independent directors were also eligible to receive other types of awards under our ~~2006~~2016 Omnibus Incentive Plan, but such awards were discretionary.

3022

Table of Contents

In ~~2015,~~2016, William H. Turner received additional annual retainers of $20,000 and $10,000 for his services as our Presiding Independent Director and Chairman of the Audit Committee, respectively. Pamela Forbes Lieberman and Frederick D. Sturdivant (Co-Chairpersons of the Strategic Planning Committee), Richard S. Ward (Chairman of the Nominating and Corporate Governance Committee), and Roger M. Widmann (Chairman of the Compensation and Management Development Committee) each received an additional annual retainer of $10,000 for their services as Chairperson or Co-Chairperson of their respective Committee. In addition, Pamela Forbes Lieberman, Arthur S. Sills, Peter J. Sills, Frederick D. Sturdivant and Roger M. Widmann were covered under the Company’s medical, dental or vision plans.

Lawrence I. Sills, serving as our Executive Chairman, and Eric P. Sills, serving as our Chief Executive Officer and President during fiscal year ~~2015,~~2016, received no payment for the fulfillment of ~~his~~their directorial responsibilities (see the Summary Compensation Table for disclosure regarding Lawrence Sills’ and Eric Sills’ executive officer compensation).

In ~~2015,~~2016, the Nominating and Corporate Governance Committee engaged the consulting firm, Chernoff Diamond & Co., LLC, to conduct a study of director compensation utilizing comparable peer groups to benchmark the Company’s director compensation program. Based on the results of this study and other available information, the Committee determined that our director compensation program, as described above, is reasonable and appropriate, and recommended to the Board that it continue without modification. Prior to the engagement, the Committee considered factors that could affect the independence of Chernoff Diamond & Co., LLC, including any business or personal relationships between the consultant and the members of the Committee, and the fact that the consultant provides no services to the Company other than that which it provides under its engagement with the Committee. Based on this review, the Committee determined that the engagement would not create any conflicts of interest.

Policy on Poison Pills

The Company does not have a poison pill and is not presently considering the adoption of such a device. If the Company were ever to adopt a stockholder rights agreement, the Company would seek prior stockholder approval, unless due to time constraints or other reasons, the Board, in the exercise of its fiduciary responsibilities, determines that it would be in the best interests of stockholders to adopt a stockholder rights agreement before obtaining stockholder approval. If the Board were ever to adopt a stockholder rights agreement without prior stockholder approval, the Board would submit such agreement to stockholders for ratification within one year.

Compensation Committee Interlocks and Insider Participation

All members of the Compensation and Management Development Committee during ~~2015~~2016 were independent directors, and none of them were employees or former employees of the Company. During ~~2015,~~2016, no executive officer of the Company served on the compensation committee (or equivalent) or the board of directors of another entity whose executive officers served on the Company’s Compensation and Management Development Committee or Board of Directors.

3123

Table of Contents

Management Information

All of our officers are appointed by our Board of Directors. The following table sets forth information about our officers as of the date of this Proxy Statement:

Lawrence I. Sills Executive Chairman of the Board ~~Board~~ Age 76 77	Mr. Sills has served as our Executive Chairman of the Board since March 2016, and as a director of the Company since 1986. Mr. Sills has also served as our Chairman of the Board from December 2000 to March 2016, Chief Executive Officer from December 2000 to March 2016, our President and Chief Operating Officer from 1986 to 2000, and our Vice President of Operations from 1983 to 1986. Mr. Sills is the father of Eric P. Sills, a director of the Company and our Chief Executive Officer and President. Mr. Sills holds an MBA from Harvard Business School and a BA from Dartmouth College.

Eric P. Sills Director, Chief Executive Officer, President & Member of the Office of Chief Executive Age 4748	Mr. Sills has served as our Chief Executive Officer and as a director of the Company since March 2016, and as our President since February 2015. Prior to serving as our President, Mr. Sills served as our Vice President Global Operations from January 2013 to February 2015, and our Vice President Engine Management Division from 2006 to January 2013. From 1991 to 2006, Mr. Sills served in various capacities in our Company, including as General Manager, LIC Operations, Director of Product Management, and Plant Manager, Oxygen Sensor Business Unit. He is the son of Lawrence I. Sills. Mr. Sills has completed an Advanced Management program at Harvard Business School, and holds an MBA from Columbia University and a BA from Bowdoin College.

James J. Burke Executive Vice President Finance, Chief Financial Officer & Member of the Office of Chief Executive Age 6061	Mr. Burke has served as our Executive Vice President Finance since March 2016 and our Chief Financial Officer since 1999. Prior to his appointment as our Executive Vice President Finance, Mr. Burke served as our Vice President Finance from 1999 to March 2016, our Director of Finance and Chief Accounting Officer from 1998 to 1999, and our Corporate Controller from 1993 to 1997. Mr. Burke has completed an Executive Education program at Ross School of Business, University of Michigan, and holds an MBA from University of New Haven, and a BBA from Pace University.

Dale Burks Executive Vice President and Chief Commercial Officer & Member of the Office of Chief Executive Age 5657	Mr. Burks has served as our Executive Vice President and Chief Commercial Officer since March 2016. Prior to his current appointment, Mr. Burks has served as our Vice President Global Sales and Marketing from January 2013 to March 2016, our Vice President Corporate Sales and Marketing from November 2011 to January 2013, our Vice President Temperature Control Division from 2006 to November 2011, our General Manager – Temperature Control Division from 2003 to 2006, and in various capacities throughout our Company from 1984 to 2003, including as our Director – Sales & Marketing, Regional Manager and Territory Manager. Mr. Burks has completed Executive Education programs at Ross School of Business, University of Michigan, and Kellogg School of Management, Northwestern University, and holds a BS from Oregon State University.

3224

Table of Contents

Carmine J. Broccole Senior Vice President General Counsel & Secretary Age 5051	Mr. Broccole has served as our Senior Vice President General Counsel since March 2016 and as our Secretary since 2006. Mr. Broccole has also served as our Vice President General Counsel from 2006 to March 2016, and as our General Counsel from 2004 to 2006. Prior to such time, Mr. Broccole was a Partner of Kelley Drye & Warren LLP. Mr. Broccole holds a JD from Stanford Law School and a BA from Cornell University, and is a member of the Bars of New York and California.

Ray Nicholas Vice President Information Technology & Chief Information Officer Age 5253	Mr. Nicholas has served as our Vice President Information Technology since 2006 and as our Chief Information Officer since February 2013. From 1990 to 2006, Mr. Nicholas served as the Manager and Director of Information Systems for our Temperature Control Division. Mr. Nicholas completed the Automotive Aftermarket Professional program at University of the Aftermarket, Northwood University, and an Executive Education program at University of Virginia, Darden School of Business, and holds a BS from Northeast Louisiana University.

Thomas S. Tesoro Vice President Human Resources Age 6162	Mr. Tesoro has served as our Vice President Human Resources since 2006. From 1999 to 2006, Mr. Tesoro served as Senior Vice President of Human Resources for Vertrue Inc. Prior to such time, he served in a variety of senior human resources related positions for a number of Fortune 500 companies. Mr. Tesoro holds a JD from Fordham University School of Law and a BS from Fordham University, and is a member of the Bar of New York.

William J. Fazio Chief Accounting Officer Age 6162	Mr. Fazio has served as our Chief Accounting Officer since 2008. From 2007 to 2008, Mr. Fazio served as our Director, Corporate Accounting. From 2001 to 2007, he served as the Corporate Controller and Chief Accounting Officer of Hexcel Corporation. Prior to that time, Mr. Fazio served as Vice President, Controller of Kodak Polychrome Graphics. Mr. Fazio holds an MBA from Hofstra University and a BS from St. John’s University. Mr. Fazio is also a Certified Public Accountant.

Erin Pawlish Treasurer Age 4041	Ms. Pawlish has served as our Treasurer since November 2015. Prior to her appointment as our Treasurer, Ms. Pawlish served as our Financial Director from January 2013 to November 2015, and as a Senior Manager at KPMG LLP from September 1998 to December 2012. Ms. Pawlish holds a BBA from Pace University. Ms. Pawlish is also a Certified Public Accountant.

3325

Table of Contents

Office of Chief Executive

The Company has established the Office of Chief Executive to strengthen the executive management structure of the Company. The Office of Chief Executive is primarily responsible for the development of policy, strategy and quality assurance, and the provision of leadership. Its functions also include: (a) supporting and providing timely and quality advice to the Chief Executive Officer; (b) promoting the policies of the Company; and (c) improving communications between management, customers, the Board, stockholders and ~~stockholders.~~other stakeholders. The Office of Chief Executive is comprised of: (1) Eric P. Sills, our Chief Executive Officer and President; (2) James J. Burke, our Executive Vice President Finance and Chief Financial Officer; and (3) Dale Burks, our Executive Vice President and Chief Commercial Officer.

Compensation Discussion and Analysis

Overview

In this section of our Proxy Statement, we discuss the material components of our compensation program for our “named executive officers.” Under SEC rules, our named executive officers for fiscal year ~~2015~~2016 were: Lawrence I. Sills, Executive Chairman and former Chief Executive ~~Officer; John P. Gethin, former Chief Operating~~ Officer; Eric P. Sills, Chief Executive Officer and President; James J. Burke, Executive Vice President Finance and Chief Financial Officer; Dale Burks, Executive Vice President and Chief Commercial Officer; and Carmine J. Broccole, Senior Vice President General Counsel and Secretary.

In this section of our Proxy Statement, we also discuss: (a) our financial and business performance for fiscal year ~~2015~~2016 and its impact on our decisions relating to executive compensation; (b) the primary responsibilities of our Compensation and Management Development Committee (referred to as our “Compensation Committee”); (c) our executive compensation philosophy and the overall objectives of our executive compensation program; (d) the process followed by our Compensation Committee in arriving at specific compensation policies and decisions; (e) the various components of our compensation package and the reasons that we provide each component; (f) the factors considered by our Compensation Committee in arriving at its compensation decisions for ~~2015;~~2016; and (g) some additional compensation-related topics.

The Compensation Committee is comprised exclusively of independent directors. In performing its duties, the Compensation Committee may, in its discretion, solicit the input of any of our executive officers (including our Executive Chairman and our Chief Executive Officer), any of our other employees, or any independent consultant or advisor.

Table of Contents

Summary of ~~2015~~2016 Financial and Business Performance

Our consolidated net sales for ~~2015~~2016 were ~~$972~~$1,058.5 million, an increase of $86.5 million compared to ~~$980.4~~$972 million in ~~2014;~~2015; our gross margins, as a percentage of consolidated net sales, ~~were~~increased to 30.5% for 2016, compared to 28.9% ~~and 29.5% in each of 2015 and 2014;~~for 2015; and our net earnings for ~~2015~~2016 were ~~$46~~$60.4 million, an increase of $14.4 million compared to ~~$43~~$46 million in ~~2014. Our financial results in 2015 and 2014 were impacted by several one-time items that were non-operational in nature.~~2015. The Compensation Committee considered these financial results and other factors in determining the total compensation paid to our named executive officers in ~~2015,~~2016, as compared to ~~2014.~~2015.

~~Table of Contents~~

~~2015~~2016 Executive Compensation Actions

Our Compensation Committee took into account a number of factors in determining executive compensation for ~~2015,~~2016, including our financial and business results, individual performance and competitive data. In light of these considerations, the Compensation Committee made the following executive compensation decisions in fiscal year ~~2015:~~2016:

Established fiscal year ~~2015~~2016 management performance, or management by objective (“MBO”), goals under our annual cash incentive bonus plan, ~~including~~including: (a) completing the ~~following growth strategies: (a) strategic acquisitions~~acquisition of General Cable Corporation’s North American automotive ignition wire business, and achieving planned milestones relating to ~~generate new business in targeted markets,~~operations, savings and integration, and (b) ~~enhancing sales efforts to generate new business in the aftermarket, OE/OES and export markets.~~successfully implementing plant rationalization initiatives.

Awarded base salary pay increases to our named executive officers that reflected the individual performance and, in some cases, increased responsibilities of our executives.

Approved annual cash incentive awards in the amount of ~~123%~~183% of target levels, reflecting the achievement of ~~management performance, or~~ MBO goals.

Granted annual awards of restricted stock and performance shares to our named executive officers that were consistent with our compensation philosophy and the Compensation Committee’s assessment of individual performance and expected future contributions.

Granted long-term restricted stock to certain of our named executive officers as a long-term retention ~~tool.~~tool, and announced its intention to reduce the number of long-term restricted stock granted to our executive officers in 2017, primarily as a result of the strong performance in the price of our Common Stock.

We believe that our executive compensation program is reasonable, competitive and focused on pay for performance principles. We emphasize compensation opportunities that reward our executives when they successfully achieve strategic objectives. The compensation of our named executive officers varies depending upon the achievement of pre-established performance goals, both individual and corporate. Through stock ownership requirements and equity incentives, we also align the interests of our executives with those of our stockholders and the long-term interests of the Company. We have not engaged in any of the most frequently criticized pay practices such as re-pricing of stock options or SARs without stockholder approval, excessive perquisites or tax gross-ups, or agreements with change-in-control provisions unreasonably favorable to our executives. Our executive compensation policies have enabled the Company to attract and retain talented and experienced executives and have benefited the Company over time. We believe that the compensation earned by each of our named executive officers in ~~2015~~2016 was reasonable and appropriate and aligned with the Company’s financial results and achievement of the objectives of our executive compensation program.

3527

Table of Contents

Say-on-Pay Vote

In compliance with the Dodd-Frank Act, we included a non-binding, advisory stockholder vote in our ~~2015~~2016 Proxy Statement to approve the compensation paid to our named executive officers in ~~2014~~2015 (referred to as a “say-on-pay” vote).

Our say-on-pay proposal was approved by approximately 98% of the votes cast at our ~~2015~~2016 annual meeting of stockholders. The Compensation Committee views this result as confirmation that our compensation program, including our emphasis on pay-for-performance, is structured and designed in alignment with shareholder interests. We will continue to emphasize pay-for-performance alignment, and our compensation program for the named executive officers reflects this philosophy.

Because our stockholders expressed a preference for an annual say-on-pay vote, our stockholders have the opportunity at our ~~2016~~2017 Annual Meeting to vote on a non-binding, advisory basis, to approve the compensation paid to our named executive officers in ~~2015.~~2016.

Primary Responsibilities of our Compensation Committee

Our Compensation Committee is responsible for, among other things:

reviewing the overall goals, policies, objectives and structure of our executive compensation and benefit programs and assessing whether any of the components thereof may present unreasonable risks to the Company;

approving the compensation packages of the Company’s Chief Executive Officer and our other executive officers; and

administering our equity incentive plans.

Compensation Philosophy and Primary Objectives

Philosophy. The Compensation Committee is responsible for establishing and reviewing the overall compensation philosophy of the Company. The Compensation Committee believes that the compensation paid to executives should be structured to provide our executives with meaningful rewards, while maintaining alignment with stockholder interests, corporate values and management’s strategic initiatives.

In accordance with this philosophy, the Compensation Committee believes that the executive compensation program should consist of a mix of base salary, annual cash incentive compensation, long-term incentive compensation (that may include cash or equity components, in the Compensation Committee’s discretion), perquisites and other benefits.

Table of Contents

The Compensation Committee uses its judgment and discretion in establishing compensation and strives to avoid the use of highly leveraged incentives that may drive overly risky short-term behavior on the part of executives. Our equity programs, combined with our executive share ownership requirements, reward long-term stock performance. In particular, our contingent performance share awards, which vest only at the end of a three-year performance period, reward longer-term financial and operating performance.

~~Table of Contents~~

Objectives. The Compensation Committee generally considers the following objectives in establishing compensation programs and setting pay levels:

providing the Company with the ability to attract, motivate and retain exceptional talent whose abilities and leadership skills are critical to the Company’s long-term success;

maintaining a significant portion of each executive’s total compensation at risk, tied to achievement of annual and long-term strategic, financial, organizational and management performance goals, that are intended to improve stockholder return;

providing variable compensation incentives directly linked to the performance of the Company and improvement in stockholder return so that executives manage from the perspective of owners with an equity stake in the Company;

ensuring that our executives hold Company Common Stock to align their interests with the interests of our stockholders; and

ensuring that compensation and benefit programs are both fair and competitive in consideration of each executive’s level of responsibility and contribution to the Company and reflect the size and financial resources of the Company in order to maintain long-term viability.

Compensation Process

How We Set Compensation. On an annual basis, the Compensation Committee reviews and approves the compensation of our named executive officers, including the amounts of salary, cash incentive awards and equity-based compensation provided to each executive. In determining total executive compensation packages, the Compensation Committee generally considers various measures of Company and industry performance including revenue, operating income, gross margin and total stockholder return. The Compensation Committee does not assign these performance measures relative weights. The Compensation Committee considers these performance measures as good indicators of Company performance and exercises its business judgment in determining compensation after considering all of these measures, collectively, as well as taking into account the market data and peer group information discussed below.

The Compensation Committee also evaluates the total compensation of each executive, and each element of compensation separately, to ensure that it will be effective in motivating, retaining and incentivizing the executive. The Compensation Committee’s evaluation takes into consideration, among other factors, each executive’s individual performance, both in general and against specific goals and targets established for the executive, and the desire to maintain internal pay equity and consistency among our executives.

3729

Table of Contents

Our named executive officers generally participate in the same executive compensation plans and arrangements available to our other executive officers; however, the contingent annual cash incentive awards and performance share awards utilize targets that are based upon the Company’s achievement of short-term and long-term strategic goals.

The Compensation Committee divides executive officers into three separate categories for the purposes of establishing the levels of cash and equity incentive awards. Each category consists of one or more officers who are grouped together for incentive compensation purposes and receive the same target incentive awards. For example, with respect to our annual restricted stock awards in ~~2015,~~2016, our ~~former~~Executive Chairman, Chief Executive Officer, ~~was~~Chief Financial Officer and Chief Commercial Officer were in the first category; our ~~former Chief Operating Officer and Chief Financial Officer were~~Senior Vice President General Counsel was in the second category; and our other executives were in the third category. One purpose of the categories is to equalize incentive opportunities for individuals with similar levels of responsibility. This practice is intended to improve internal pay equity among our executives. Considerations of internal pay equity among executives are also factored into the Compensation Committee’s consideration of the market data and peer group information discussed below with respect to base salary and target bonus compensation.

Benchmarking. In establishing total compensation for our executives, the Compensation Committee generally targets the median of the market, which it considers to be equivalent to the domestic market for executive talent within US industrial companies with gross revenues in the approximate range of $500 million to $1 billion. Our Vice President Human Resources conducts periodic benchmark reviews within the above-referenced market of the aggregate level of executive compensation, as well as the mix of elements used to compensate executive officers at such companies, and provides this market data to the Compensation Committee for its consideration. The Compensation Committee believes that compensation targeted at the median of the market reflects consideration of our stockholders’ interests in paying what is necessary, but not significantly more than necessary, to achieve our corporate goals.

In addition, the Compensation Committee also reviews the practices of specific peer group companies to compare the Company’s compensation programs with other manufacturing companies of comparable size and stature. Our Executive Chairman, our Chief Executive Officer and other members of management provide input on the selection of the peer group companies, and the Compensation Committee makes the final determination of which companies to include. Executive compensation information for the market data and peer group companies is compiled by management from proxy statements and other public filings, as well as surveys and other databases to which we subscribe, such as those from Aon Hewitt and ADP. The Compensation Committee may, from time to time, engage an independent consultant to establish comparable peer groups to benchmark the Company’s executive compensation program. However, the Compensation Committee did not engage an independent consultant to review executive compensation in ~~2015.~~2016.

Table of Contents

Our Compensation Committee believes that benchmarking is a useful tool because it is a reflection of the market in which we compete for talent and provides credibility for our compensation programs with both our employees and our stockholders. The Compensation Committee also reviews this information for context and a frame of reference for decision-making; but it is not the sole source of information on which executive compensation is determined. Other factors such as internal equity, individual and business performance, and the perceived degree of alignment between the job duties of our executive with the benchmark job description to which his or her compensation is being compared are also considered.

~~Table of Contents~~

Role of Management. The Compensation Committee seeks and considers input from senior management in many of its decisions. Annually, our Executive Chairman and our Chief Executive Officer ~~and our Vice President Human Resources~~ review with the Compensation Committee annual salary, annual incentive plan targets and long-term incentive compensation for each of our executives (excluding ~~the~~our Executive Chairman and our CEO). In addition, following the end of each fiscal year, our Executive Chairman and our Chief Executive Officer ~~evaluates~~evaluate each executive officer’s performance for the prior fiscal year (other than his own performance) and discusses the results of his evaluations with the Compensation Committee. Other members of the Office of Chief Executive also assist in the evaluations for those officers reporting to them. In addition to considering an individual’s attainment of the business goals and objectives established for him or her by the Compensation Committee for the prior year, the Executive Chairman’s and Chief Executive Officer’s ~~evaluation~~evaluations of each executive officer’s performance may be based in part upon subjective factors, including the Executive Chairman’s and Chief Executive Officer’s ~~evaluation~~evaluations of the contributions made by the executive officer to the Company’s overall results and achievement of its strategic goals. These evaluations include consideration of the level of responsibility of each executive officer and the percentage of total Company revenue and/or expense that each individual officer is responsible for, where applicable. The Executive Chairman and the Chief Executive Officer then ~~makes~~make specific recommendations to the Compensation Committee for adjustments of base salary and incentive plan targets as part of the compensation package for each executive officer (other than himself) for the next fiscal year.

The Compensation Committee reviews the performance of the Executive Chairman and the Chief Executive Officer and determines the compensation for all executive officers for the next fiscal year, considering the recommendations from the Executive Chairman and the Chief Executive Officer, as well as the benchmark and peer group information described above and any other information available to it that it considers relevant. The Compensation Committee discusses the recommendations of the Executive Chairman and the Chief Executive Officer in executive session without any members of management present and may modify the Executive Chairman’s and the Chief Executive Officer’s recommendations when approving final compensation packages.

Tally Sheets. When reviewing executive compensation, the Compensation Committee has historically reviewed management-provided materials which highlight the base salary, target cash incentive award, and actual cash incentive award to each of our executive officers for prior fiscal years. The Compensation Committee uses this information to review compensation trends, to compare increases or decreases year over year, and to ensure that compensation decisions are made with a view to the total compensation package awarded to each executive officer over time. No specific weight is assigned by the Compensation Committee to the tally sheets or any specific items which may appear on such tally sheets.

Table of Contents

Risk Management Considerations. As mentioned earlier, the Compensation Committee strives to avoid the use of highly leveraged incentives that may drive overly risky short-term behavior on the part of executives. The Compensation Committee structures our cash incentive awards and equity incentive awards as highlighted below to promote the creation of long-term value and discourage behavior that may lead to excessive risk:

~~Table of Contents~~

The Company’s annual Economic Value Added (“EVA”) cash incentive award (as more fully described under “Elements of Compensation – Annual Cash Incentive Awards” below) is designed to align executive compensation to continuous improvements in corporate performance and increases in stockholder value. EVA is calculated based on the year-to-year difference in net operating profit after tax, less a charge for the cost of capital. Cash incentive awards under this program are tied to EVA, such that increasing EVA year over year, which is favorable for the Company’s stockholders, are also made favorable for those executives whose compensation is based on EVA. In addition, an executive’s EVA cash incentive award is capped on an annual basis at 200% of the applicable target, no matter how much financial performance exceeds the range established for the award, thereby limiting the incentive for excessive risk-taking. However, any EVA cash incentive award in excess of the 200% target may be carried forward into the following year, subject to the risk of forfeiture depending upon the following year’s EVA performance. In addition, since cash incentive awards tied to EVA are based on overall corporate performance, rather than individual performance, the ability of an individual executive to increase his own compensation through excessive risk taking is constrained.

EVA awards represent 70% of an executive’s total potential cash incentive awards in any year. Individual performance, or ~~management by objective~~MBO bonuses ~~(“MBO”, as~~(as more fully described under “Elements of Compensation – Annual Cash Incentive Awards” below), which are based upon the achievement of individual goals and objectives, and thus are more susceptible to individual risk taking, represent only 30% of an executive’s total potential cash incentive awards, thus reducing the incentive for any executive to take excessive risks.

The measures used to determine whether performance share awards vest are based on at least three years of financial performance. The Compensation Committee believes that the longer performance period encourages executives to attain sustained performance over several years, rather than performance in a single annual period.

Restricted stock awards generally vest at the end of a three year or longer period and an executive must hold any vested restricted stock for an additional ~~two year~~two-year period following vesting pursuant to the terms of our Stock Ownership Guidelines, thereby encouraging executives to look to long-term appreciation in equity values.

Table of Contents

Elements of Compensation

Base Salary. The Compensation Committee generally reviews base salaries for executive officers at the beginning of each fiscal year. Annual salary is based upon an evaluation of each individual’s performance, an executive’s level of pay compared to that for similar positions at peer group companies, the responsibilities of the position, the experience of the individual, internal pay equity considerations, and Company performance. Base salaries may also be adjusted at the time of a promotion, upon a change in level of responsibilities, or when competitive circumstances may require review.

~~Table of Contents~~

We believe that our base salaries are an important element of our executive compensation program because they provide our executives with a steady income stream that is not contingent upon our overall performance or stockholder return. We believe that maintaining base salary amounts generally in the median to 75% range of our peer group minimizes competitive disadvantage, while avoiding paying amounts in excess of what we believe to be necessary to motivate executives to meet corporate goals.

Annual Cash Incentive Awards. The Compensation Committee utilizes annual cash incentive awards to reward each of our executive officers when the executive officer achieves certain individual performance objectives (or MBO goals), and when we achieve certain company-level financial objectives under our EVA program. Our annual cash incentive awards are designed to more immediately reward our executives for their performance during the most recent year. We believe that the immediacy of these cash awards, in contrast to our equity awards which vest over a three year or longer period of time, provide a significant incentive to our executives to achieve their respective individual objectives and, thus, our company-level objectives. We believe our cash awards are an important motivating factor for our executives, in addition to being a significant factor in attracting and retaining our executives.

Our cash incentive awards utilize a target that is a percentage of each executive officer’s total cash compensation for the fiscal year. The target is set at levels that are approximately ~~26%~~25% - ~~44%~~39% of an executive’s expected total cash compensation for the year. They are set at levels which, assuming achievement of 100% of the applicable target amount, the Compensation Committee believes are likely to result in an annual cash award at or near the median for target cash awards in the market. Actual awards may be higher or lower, however, based upon the degree of achievement of MBO and EVA goals.

MBO. At the beginning of each year, the Compensation Committee reviews and approves a detailed set of individual MBO goals for each executive (which are generally aligned with the Company’s short-term and long-term strategic goals) initially prepared by management. At the beginning of the following year, the Compensation Committee determines, in its discretion, with the input of the Executive Chairman and Chief Executive Officer, the level of achievement of each MBO goal by each executive during the prior year and the percentage of the target MBO award earned by each executive. The target MBO award represents 30% of an executive’s total target cash incentive award for the applicable year.

Table of Contents

EVA. With respect to company-level financial objectives, the Company utilizes an EVA-based cash incentive award program to align closely executive compensation to continuous improvements in corporate performance and increases in stockholder value. We believe that the principles of an EVA program have a better statistical correlation with the creation of value for stockholders than a cash incentive program based on performance measures such as return on capital, return on equity, growth in earnings per share, and growth in cash flow. EVA measures the year-over-year difference in net operating profit after tax, less a charge for the cost of capital. EVA recognizes the productive use of capital assets and, therefore, wise, responsible decision-making regarding capital investments. Increasing EVA year over year will be favorable for the Company’s stockholders as well as for those executives whose compensation is based on EVA. The target EVA award represents 70% of an executive’s total target cash incentive award for the applicable year.

~~Table of Contents~~

Depending on the Company’s financial plan for the year, the Board of Directors may modify the EVA target amounts that are used to determine whether our executive officers achieve a threshold 100% payout and a maximum 200% payout of the EVA award.

In addition, in order to promote longer-term stockholder improvement and to keep part of an executive’s cash incentive award at risk, the EVA award is capped on an annual basis at 200% of the applicable target. To the extent that an executive could have received an EVA award in excess of the cap, the excess EVA amounts are carried forward into the next year’s calculation of an executive’s EVA award. However, any EVA award that is carried forward is subject to risk of forfeiture depending upon the following year’s EVA performance.

Long-Term Equity Incentive Programs. As part of the Company’s compensation program, the Compensation Committee grants equity awards to the Company’s executive officers. We believe that equity awards provide our executive officers with a strong link to our long-term performance goals, create an ownership culture, and closely align the interests of our executive officers and our stockholders. In addition, the vesting feature of our equity awards is designed to aid officer retention because this feature provides an incentive to our executive officers to remain in our employ throughout the vesting period, which is typically three years or longer. In determining the size and type of equity awards granted to our executive officers in ~~2015,~~2016, the Compensation Committee awarded different amounts to: (a) our ~~former~~Executive Chairman, Chief Executive Officer, ~~(b) our former~~ Chief ~~Operating~~Financial Officer and Chief ~~Financial Officer,~~Commercial Officer; (b) our Senior Vice President General Counsel; and (c) our other executives, in recognition of their differing levels of responsibility. The specific amounts awarded were based on recommendations of management, but the Compensation Committee had discretion to award different amounts. The Compensation Committee may also consider our company-level performance, the applicable executive officer’s performance, the amount of equity previously awarded to the applicable executive officer, the vesting of such prior awards, and the recommendations of management and any other advisor that the Compensation Committee may choose to consult.

Table of Contents

Our primary form of equity compensation consists of restricted stock awards and performance share awards. We believe that these awards provide a motivating form of incentive compensation, while permitting us to issue fewer shares than stock options. Because shares of restricted stock have a defined value at the time the restricted stock awards are issued, restricted stock awards are often perceived as having more immediate value than stock options, which have a value less easily determinable when issued. In addition, we provide performance shares to our executive officers because we believe that their contributions to the Company have a direct relationship to the achievement of the Company’s strategic goals.

~~Table of Contents~~

We grant our executive officers two types of restricted stock (standard awards and long-term retention awards) and performance shares generally once per year at a regularly scheduled meeting of the Board. ~~If approved by our stockholders, our~~Our 2016 Omnibus Incentive Plan ~~will~~ also ~~permit, similar~~permits us to ~~our 2006 Omnibus Incentive Plan, awards of~~grant incentive and nonqualified stock options, stock appreciation rights, restricted stock units, and other stock-based awards to our officers, directors, employees and consultants. However, our Compensation Committee currently intends to grant only restricted stock and performance shares under the 2016 Omnibus Incentive Plan.

Each standard restricted stock award issued under our ~~2006~~2016 Omnibus Incentive Plan is subject to a ~~three year~~three-year vesting period. Each long-term retention restricted stock award issued under our ~~2006~~2016 Omnibus Incentive Plan is subject to an incremental vesting period based upon the participant reaching the age of 60 (25% vests), 63 (25% vests) and 65 (balance vests). If an executive officer ceases employment before the end of any vesting period, he or she forfeits the entire unvested portion of the restricted stock award. Restricted stock awards may become immediately vested in full in the event of death, retirement at or after age 65, total disability (as determined by the Compensation Committee in its sole discretion), or upon a “change in control” of the Company. Grants of long-term retention restricted stock awards to participants over the age of 65 are subject to a ~~one year~~one-year vesting period.

We also award our executive officers performance shares in amounts comparable to the number of shares of standard restricted stock awards issued to such executives, although the actual number of performance shares ultimately issued to an executive may be higher or lower, depending upon the level of achievement of the applicable performance goals. In order for the performance shares to vest, the Company must achieve a certain level of earnings from continuing operations before taxes, excluding special items, on a cumulative basis for the three-year performance period covered by the award. A new performance period begins each January 1 and ends three years later on December 31. As a result, up to three performance periods may overlap in any given year. The level of earnings from continuing operations is tied to financial goals contained in the Company’s three-year strategic plan, which is updated annually and approved by our Board. The Compensation Committee selected this performance measure because improvement in earnings from continuing operations is a key strategic focus for the Company and is believed to help the Company achieve higher margins, stronger cash flow and debt reduction.

The performance share awards are subject to a three-year vesting period. If an officer ceases to be an employee of the Company before the end of the vesting period, the entire performance share award is forfeited. The performance goals are scaled so that the recipient can receive part of an award in the event that acceptable, but not the desired, results are achieved.

Table of Contents

It is our policy to ensure that we do not grant equity awards in connection with the release, or the withholding, of material non-public information, and that the grant value of all equity awards is equal to the fair market value on the date of grant.

SERP. The Company has established a Supplemental Executive Retirement Plan for our executive officers (and other eligible employees). The purpose of this plan is to enable the executive officers to supplement their benefits under the Company’s Profit Sharing 401(K) Capital Accumulation Plan as well as to provide a means whereby certain amounts payable by the Company to our executive officers may be deferred to some future period. Eligible employees may irrevocably elect to defer receipt of a portion of their annual base salary and annual bonus payments earned in that plan year up to a maximum of 50% of their annual base salary and 100% of their annual bonus payments. In addition, the Company generally makes an annual cash contribution into the SERP on behalf of each participant.

~~Table of Contents~~

Supplemental SERP. The Company maintains an unfunded Supplemental SERP. The benefits under this plan are in addition to any benefits payable to participants under the Company’s Profit Sharing 401(K) Capital Accumulation Plan and SERP. In October 2015, upon attaining 60 years of age, James J. Burke, our Executive Vice President Finance and Chief Financial Officer, received a payment of $7,610,354 representing payment in full of his benefit under the Supplemental SERP. See the Pension Benefits for 2015 table below for additional information. The Company has no further obligations to Mr. Burke under the Supplemental SERP. As of the date of this Proxy Statement, there are no participants in the Supplemental SERP.

ESOP. Our executive officers are eligible to receive Company Common Stock pursuant to our Employee Stock Ownership Plan, which is available for all eligible employees. This stock grant plan gives our executives an opportunity to share directly in the growth of the Company through stock ownership. The Company’s stock contributions for a particular calendar year are made in the first quarter of such year. Under the plan, each participant is subject to a ~~six year~~six-year vesting schedule.

Retiree Medical Benefits. ~~The~~Prior to December 31, 2016, the Company ~~provides~~provided a company-funded health reimbursement account for eligible retirees when they attain the age of 65. Of the ~~named executive officers,~~Named Executive Officers, Lawrence I. Sills, James J. Burke and Dale Burks ~~are~~would have been eligible to receive benefits under this plan upon their retirement. ~~No employee hired after January 1, 1995 is eligible under the plan. In May 2011, the~~The Company ~~announced that it intended to phase~~has phased out the retiree medical benefits program ~~at the end~~as of December 31, 2016.

Compensation Actions in ~~2015~~2016

After careful analysis, the Compensation Committee determined to use the following companies for peer group comparisons in setting ~~2015~~2016 compensation:

Altra Industrial Motion Corp.	~~Keystone Consolidated Industries, Inc.~~Handy & Harman Ltd.	Park-Ohio Holdings Corp.
American Railcar Industries, Inc.	~~LB Foster Co.~~
~~CIRCOR International Inc.~~	~~Park-Ohio Holdings Corp.~~
~~Dorman Products,~~Insteel Industries, Inc.	Spartan Motors, Inc.
~~Drew Industries~~CIRCOR International Inc.	LB Foster Co.	Superior Industries International, Inc.
~~Insteel Industries,~~Dorman Products, Inc.	~~Handy & Harman Ltd.~~LCI Industries

Table of Contents

In determining executive compensation for ~~2015,~~2016, our Compensation Committee evaluated and made its determinations in the context of the Company’s ~~2015~~2016 financial and business performance and the business conditions of the automotive aftermarket generally. The Compensation Committee also took into consideration each executive’s performance of their respective prior year’s MBO objectives and the Company’s ability to continue to make changes and introduce strategic initiatives critical to positioning the Company for future long-term growth.

~~Table of Contents~~

Base Salary. Based on the foregoing, in February ~~2015~~2016 the Compensation Committee approved salary increases for our executives for ~~2015.~~2016. In addition, in view of the executives contributions to the Company as well as to motivate and assist in the retention of these individuals, in February ~~2016~~2017 the Compensation Committee ~~raised~~set the salaries of the following named executive officers to the levels indicated: Lawrence I. Sills, $400,000, Eric P. Sills, ~~$560,000;~~$580,000; James J. Burke, ~~$555,000;~~$573,000; Dale Burks, ~~$475,000;~~$480,000; and Carmine J. Broccole, ~~$435,000.~~$452,000.

Annual Cash Incentive Awards. For ~~2015,~~2016, the Compensation Committee established, among other things, the following MBO goals for our named executive officers: (a) ~~strategic acquisitions~~completing the acquisition of General Cable Corporation’s North American automotive ignition wire business, and achieving planned milestones relating to ~~generate new business in targeted markets,~~operations, savings and integration, and (b) ~~enhancing sales efforts to generate new business in the aftermarket, OE/OES and export markets.~~successfully implementing plant rationalization initiatives. In February ~~2016,~~2017, the Compensation Committee determined that the named executive officers had successfully attained their goals, and a result, the Compensation Committee authorized MBO cash incentive awards at percentages of ~~123%~~183% of the target amount for ~~2015.~~2016.

For ~~2015,~~2016, the Compensation Committee established a year-over-year improvement in EVA, and set target amounts for payouts, based on the Company’s forecasted financial goals. ~~For 2015, due to the decreased net sales and net earnings and an increase in capital investments, the Company did not achieve its targeted year-over-year improvement, resulting~~The Company’s EVA increased approximately $14.8 million for 2016, which would have resulted in a 0%230% EVA ~~bonus~~award for our executives. ~~Despite not achieving~~Because EVA awards are capped at 200% of the ~~EVA goals, the Compensation Committee approved a 25% EVA bonus for~~applicable target, our executives received the maximum EVA award, and are entitled to carry forward the excess into next year’s calculation, subject to risk of forfeiture depending upon the following year’s EVA performance. The year-over-year improvement in EVA was primarily due to ~~the executives’ contributions to improving the Company’s global sourcing~~increased revenue and ~~manufacturing efficiencies.~~gross margins resulting in higher net operating profits after tax. The total amount of all cash incentive awards earned in ~~2015~~2016 is reflected in the Summary Compensation ~~Table, which highlights a lower year-over-year bonus for our executives.~~Table.

Restricted Stock Awards. In October ~~2015,~~2016, the Compensation Committee awarded the following shares of restricted stock (standard awards): (a) 2,000 shares to each of Lawrence I. Sills, our ~~former~~Executive Chairman, Eric P. Sills, our Chief Executive ~~Officer; (b) 1,875 shares to each of John P. Gethin, our former Chief Operating~~ Officer, ~~and~~ James J. Burke, our Chief Financial Officer, and Dale Burks, our Chief Commercial Officer; and ~~(c) 1,250~~(b) 1,500 shares to ~~each of~~Carmine J. Broccole, our ~~other named executive officers.~~Senior Vice President General Counsel. These restricted stock awards vest after three years. The amount of these restricted stock awards was based upon the Compensation Committee’s subjective evaluation of each executive’s contribution to the Company during ~~2015,~~2016, as well as their respective levels of responsibility.

Table of Contents

In addition, in October ~~2015~~2016 the Compensation Committee granted an additional award of 4,000 shares of restricted stock (long-term retention awards) to each of ~~Eric Sills,~~ Dale Burks and Carmine Broccole. These awards vest in increments when the executive reaches the ages of 60 (25% vests), 63 (25% vests) and 65 (balance vests), respectively. The Compensation Committee granted these restricted stock awards as a long-term retention tool and to incentivize executive performance through a long-term capital accumulation award. As part of its annual review of our compensation program, the Compensation Committee announced in 2016 its intention to reduce the number of long-term retention awards granted to our executive officers in 2017, primarily as a result of the strong performance in the price of our Common Stock.

~~Table of Contents~~

Performance Share Awards. In October ~~2015,~~2016, the Compensation Committee also awarded performance shares to our named executive officers with each receiving a targeted share amount equal to the number of shares of standard restricted stock awards issued to such executive, although actual award payouts may vary from 0% to 200% of the target award amount, depending upon the level of achievement of the performance goal for the three-year measurement period. In order for a named executive officer to receive an actual payout of all or a portion of the performance shares awarded to him in ~~2015,~~2016, the Company must achieve earnings from continuing operations before taxes, excluding special items, on a cumulative basis for the three year period from January 1, ~~2015~~2016 to December 31, ~~2017,~~2018, of at least ~~$227.1~~$276.3 million (i.e., the threshold amount), with a maximum award resulting from achievement of earnings from continuing operations of ~~$340.6~~$414.5 million or more during the specified period.

In ~~2012,~~2013, performance shares were awarded to each of our named executive officers in accordance with the same ~~amounts as were awarded in 2015, as~~practices described above. In order for an executive to receive an actual payout of all or a portion of the ~~2012~~2013 performance shares, the Company needed to achieve earnings from continuing operations before taxes, excluding special items, on a cumulative basis for the three year period from January 1, 2012 to December 31, 2014, of at least ~~$173.8~~$214.4 million (i.e., the threshold amount), with a maximum award resulting from achievement of earnings from continuing operations of ~~$260.6~~$321.6 million or more during the specified period. At the end of the three-year period, the Company exceeded the threshold financial goal during the measuring period, resulting in the issuance of performance shares in ~~2015~~2016 at the payout level of ~~170.5%~~86.5%.

Clawback Policy

In March 2011, the Compensation Committee instituted a “clawback” policy with respect to incentive-based compensation. The clawback policy provides that, in the event of a restatement of the Company’s financial results due to a material noncompliance with any financial reporting requirements, the Compensation Committee is entitled to recover from current and former executive officers any incentive-based compensation that would not otherwise have been awarded to such persons under the as-restated financials during the three years preceding the date of the restatement. The Compensation Committee will reevaluate and, if necessary, revise the Company’s clawback policy to comply with the Dodd-Frank Act once the rules implementing the clawback requirements have been finalized by the SEC.

Table of Contents

Stock Ownership Guidelines

To directly align the interests of executive officers with the interests of our stockholders, we established stock ownership guidelines for our executive officers. Our stock ownership guidelines provide that executive officers are expected to own and hold a number of shares of Company Common Stock with a value that represents: (a) six times the base salary, with respect to our Executive Chairman of the Board and our Chief Executive Officer, (b) 100 percent of the base salary, with respect to any Executive Vice President, (c) 50 percent of the base salary, with respect to any Senior Vice President, and (d) 30 percent of their base salary, with respect to each of our other executive officers of the Company. Stock ownership levels are expected to be achieved by each executive officer within a period of time determined at the discretion of the Compensation Committee. We do not allow our executive officers to hedge the economic risk of their stock ownership. We also do not allow our executive officers to pledge their shares of Company Common Stock.

~~Table of Contents~~

Our stock ownership guidelines also include a mandatory stock holding period policy which requires our executive officers to hold for a period of two years any stock acquired by them upon the exercise of stock options or lapse of restrictions on restricted stock or performance shares, net of the funds necessary to pay the exercise price of stock options or for payment of applicable taxes.

Termination-Based Compensation

In December 2001, we entered into a change in control or severance ~~agreements~~agreement with ~~John P. Gethin, our former Chief Operating Officer, and~~ James J. Burke, our Executive Vice President Finance and Chief Financial Officer. Neither our Chief Executive Officer nor any of our other executive officers has a change in control or severance agreement. ~~Mr. Gethin’s change in control or severance agreement terminated as of the date of his retirement in March 2016.~~

As discussed in more detail under “Severance and Change of Control Arrangements” below, Mr. Burke is entitled to severance and retention payments and continued health and life insurance coverage for a limited period of time, among other benefits, upon the termination of his employment pursuant to his Severance Compensation Agreement and Retention Bonus and Insurance Agreement.

The Compensation Committee ~~initially adopted,~~may adopt and ~~with respect to Mr. Burke, has maintained, these~~maintain such agreements ~~because~~where it believes the ~~Compensation Committee believed that such arrangements~~arrangement will protect the interests of ~~these~~ senior executives when a potential change of control could affect their job security. ~~In addition, since~~Since the agreements mitigate any concern these executive officers may have in connection with a termination of their employment by us, or a potential loss of employment as a result of a change in control, they promote the interests of stockholders by assuring that these executive officers focus on evaluating opportunities that are in our best interests, without concentrating on individual personal ~~interests, and stay committed to furthering our interests, even if we were to consider a transaction that resulted in a change of control.~~interests.

In addition, as discussed in more detail under “Severance and Change of Control Arrangements” below, ~~each of~~ our executive officers are eligible to receive termination-related benefits under the Company’s Supplemental Executive Retirement Plan. ~~As stated previously, our~~Our 2006 Omnibus Incentive Plan ~~contains~~and 2016 Omnibus Incentive Plan also contain provisions that would accelerate the vesting of restricted stock upon certain events, including a change of control of the Company. We believe these severance and change of control benefits are an essential element of our executive compensation package and assist us in recruiting and retaining talented individuals.

4739

Table of Contents

Tax Deductibility of Executive Compensation

The Compensation Committee has considered the potential impact of Section 162(m) of the Internal Revenue Code on the compensation paid to the Company’s executive officers. Section 162(m) disallows a tax deduction for any publicly-held corporation for individual compensation exceeding $1 million in any taxable year for any of the executive officers, unless compensation is performance-based. In general, it is the Compensation Committee’s preference to qualify its executives’ compensation for deductibility under applicable tax laws, but deductibility is only one of many factors taken into consideration. In approving the amount and form of compensation for the Company’s executive officers, the Compensation Committee will continue to consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 162(m).

Perquisites and Other Benefits

We provide our executive officers certain perquisites and other benefits. We provide these benefits as an additional incentive for our executives and to remain competitive in the general marketplace for executive talent. The primary perquisite for our executive officers is an allowance for leasing an automobile and reimbursement of related expenses. In addition, our executives are also offered broad-based benefits that are provided to all employees, including health insurance, life and disability insurance, accidental death and dismemberment insurance, Profit Sharing 401(K) Capital Accumulation Plan, and ESOP.

Cautionary Statement

The information appearing in this Compensation Discussion and Analysis, and elsewhere in this Proxy Statement, as to performance metrics, objectives and targets relates only to incentives established for the purpose of motivating executives to achieve results that will help to enhance stockholder value. This information is not related to the Company’s expectations of future financial performance, and should not be mistaken for or correlated with any guidance that may be issued by the Company regarding its future earnings, free cash flow or other financial measures.

Report of the Compensation and

Management Development Committee

The Compensation and Management Development Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Committee recommended that the Board of Directors include the Compensation Discussion and Analysis in this Proxy Statement and that it be incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015.~~2016.

4840

Table of Contents

Compensation and Management Development Committee

	Roger M. Widmann (Chairman)	Alisa C. Norris
	Pamela Forbes Lieberman	Frederick D. Sturdivant
~~Pamela Forbes Lieberman~~	Patrick S. McClymont	William H. Turner
	Joseph W. McDonnell	Richard S. Ward
~~Alisa C. Norris~~

Executive Compensation and Related Information

The following table sets forth the annual compensation paid by the Company during fiscal years 2016, 2015 ~~2014~~ and ~~2013~~2014 to our “named executive officers.” Under SEC rules, our named executive officers were: Lawrence I. Sills, Executive Chairman and former Chief Executive ~~Officer; John P. Gethin, former Chief Operating~~ Officer; Eric P. Sills, Chief Executive Officer and President; James J. Burke, Executive Vice President Finance and Chief Financial Officer; Dale Burks, Executive Vice President and Chief Commercial Officer; and Carmine J. Broccole, Senior Vice President General Counsel and Secretary.

Summary Compensation Table for ~~2015~~2016

Name and Principal Position	Year	Salary		Stock Awards ⁽¹⁾		Non-Equity Incentive Plan Compensation ⁽²⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings ⁽³⁾		All Other Compensation⁽⁴⁾		Total		Year	Salary		Stock Awards ⁽¹⁾		Non-Equity Incentive Plan Compensation ⁽²⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings ⁽³⁾		All Other Compensation ⁽⁴⁾		Total
Lawrence I. Sills	2015	$	550,000	$	118,720	$	231,583	$	─	$	70,448	$	970,751	2016	$	437,500	$	160,640	$	487,250	$	─	$	56,809	$	1,142,199
Former Chief Executive Officer &	2014		530,000		129,800		276,805		─		103,079		1,039,684	2015		550,000		118,720		231,583		─		70,448		970,751
Executive Chairman of the Board	2013		518,000		125,560		686,640		─		95,071		1,425,271	2014		530,000		129,800		276,805		─		103,079		1,039,684
John P. Gethin	2015	$	430,000	$	111,300	$	125,327	$	─	$	52,053	$	718,680
Former Chief Operating Officer	2014		420,000		121,688		146,740		─		68,133		756,560
	2013		410,000		117,713		364,838		─		68,679		961,230
Eric P. Sills	2015	$	450,000	$	194,680	$	100,807	$	─	$	58,642	$	804,129	2016	$	532,500	$	160,640	$	691,895	$	─	$	65,206	$	1,450,241
Chief Executive Officer &	2014		435,000		227,975		113,390		─		71,167		847,532	2015		450,000		194,680		100,807		─		58,642		804,129
President	2013		395,000		220,875		266,073		─		57,952		939,900	2014		435,000		227,975		113,390		─		71,167		847,532

James J. Burke	2015	$	540,000	$	111,300	$	182,542	$	0	$	84,707	$	918,549	2016	$	555,000	$	160,640	$	691,895	$	─	$	68,754	$	1,476,289
Executive Vice President Finance &	2014		520,000		121,688		210,105		1,415,326		111,945		2,379,063	2015		540,000		111,300		182,542		─		84,707		918,549
Chief Financial Officer	2013		500,000		117,713		514,980		521,252		98,116		1,752,061	2014		520,000		121,688		210,105		1,415,326		111,945		2,379,063

Dale Burks	2015	$	450,000	$	194,680	$	100,807	$	─	$	47,576	$	793,063	2016	$	475,000	$	328,560	$	438,525	$	─	$	48,679	$	1,290,764
Executive Vice President &	2014		435,000		227,975		113,390		─		61,649		838,014	2015		450,000		194,680		100,807		─		47,576		793,063
Chief Commercial Officer	2013		420,000		220,875		283,239		─		48,697		972,811	2014		435,000		227,975		113,390		─		61,649		838,014

Carmine J. Broccole	2015	$	415,000	$	194,680	$	77,376	$	─	$	48,370	$	735,426	2016	$	435,000	$	288,400	$	389,800	$	─	$	49,140	$	1,162,340
Senior Vice President	2014		395,000		227,975		85,185		─		58,083		766,243	2015		415,000		194,680		77,376		─		48,370		735,426
General Counsel & Secretary	2013		380,000		220,875		228,345		─		52,813		882,033	2014		395,000		227,975		85,185		─		58,083		766,243

⁽¹⁾

The amounts in this column represent the grant date fair value of stock awards in the applicable year computed in accordance with ASC Topic 718 for restricted stock awards and performance share awards. The fair value of the performance share awards assumes the achievement of the target level of performance shares as the probable outcome. Assuming the achievement of the maximum level of performance shares, the above amounts for each person would be increased by the following fair value amounts in each of 2016, 2015 ~~2014,~~ and ~~2013,~~2014, respectively: (a) $80,320, $59,360, ~~$64,900,~~ and ~~$62,780~~$64,900 for Lawrence Sills; (b) $80,320, $37,100, and $40,563 for Eric Sills; (c) $80,320, $55,650, and $60,844 ~~and $58,856~~ for ~~each of John Gethin and~~ James Burke; (d) $80,320, $37,100, and ~~(c)~~$40,563 for Dale Burks; and (e) $60,240, $37,100, and $40,563 ~~and $39,238~~ for ~~each of Eric Sills, Dale Burks and~~ Carmine Broccole. The amounts listed in the table do not reflect whether the named executive officers have actually realized a financial benefit from these awards. For a discussion of the valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016. See “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End” below for more information regarding our stock awards. In accordance with SEC regulations, the amounts shown exclude the impact of estimated forfeitures related to vesting conditions.

4941

Table of Contents

⁽²⁾

The amounts in this column constitute annual cash incentive awards. See “Grants of Plan-Based Awards” below for more information regarding annual incentive bonus awards.

⁽³⁾

We do not pay “above market” interest on non-qualified deferred compensation; therefore, this column reflects pension accruals only. The ~~amounts~~amount shown ~~are~~is attributable to the change in the actuarial present value of the accumulated benefit under our Supplemental SERP on a year-over-year basis. In October 2015, James Burke received a payout of his benefit under the Supplemental SERP. The Company has no further obligations to Mr. Burke under the Supplemental SERP. As of the date of this Proxy Statement, there are no participants in the Supplemental SERP. See “Compensation Discussion and Analysis” above ~~and “Pension Benefits for 2015” below~~ for additional information.

⁽⁴⁾

The amounts in this column represent (a) car allowances for leased automobiles, (b) Company contributions to the Profit Sharing 401(K) Capital Accumulation Plan, ESOP and SERP programs on behalf of the named executive officers, and (c) Company payments for life insurance premiums for Mr. Burke. The Company contributions that were earned in ~~2015~~2016 (but paid in March ~~2016)~~2017) into the individual SERP accounts of Messrs. Lawrence Sills, ~~John Gethin,~~ Eric Sills, James Burke, Dale Burks and Carmine Broccole were ~~$79,401, $43,562, $36,609, $64,323, $38,034~~$33,539, $30,569, $39,221, $25,800 and ~~$30,158,~~$20,532, respectively. Excluding the SERP contributions, the amount attributable to each perquisite for each named executive officer does not exceed the greater of $25,000 or 10% of the total amount of perquisites received by such officer.

The following table sets forth certain information with respect to stock awards granted to the named executive officers during ~~2015.~~2016.

Grants of Plan-Based Awards for ~~2015~~2016

Estimated Future Payouts

Under Non-Equity

Incentive Plan Awards ⁽¹⁾

Estimated Future Payouts

Under Equity Incentive

Plan Awards ⁽²⁾

All Other Stock

Awards: Number of

Estimated Future Payouts

Under Non-Equity

Incentive Plan Awards ⁽¹⁾

Estimated Future Payouts

Under Equity Incentive

Plan Awards ⁽²⁾

All Other Stock

Awards: Number of

Name

Grant

Date

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

Shares of Stock or

Units (#) ⁽³⁾

Grant Date

Fair Value ⁽⁴⁾

Grant

Date

Threshold
($)

Target

($)

Maximum
($)

Threshold
(#)

Target

(#)

Maximum

(#)

Shares of Stock or

Units (#) ⁽³⁾

Grant Date

Fair Value ⁽⁴⁾

Lawrence I. Sills

10/13/15

─

1,000

2,000

4,000

─

59,360

10/20/16

─

1,000

2,000

4,000

─

80,320

10/13/15

─

2,000

59,360

10/20/16

─

2,000

80,320

425,000

850,000

─

John P. Gethin

10/13/15

─

938

1,875

3,750

─

55,650

10/13/15

─

1,875

55,650

250,000

500,000

─

230,000

460,000

─

Eric P. Sills

10/13/15

─

625

1,250

2,500

─

37,100

10/20/16

─

1,000

2,000

4,000

─

80,320

10/13/15

─

1,250

37,100

10/20/16

─

2,000

80,320

10/13/15

─

4,000

120,480

355,000

710,000

─

185,000

370,000

─

James J. Burke

10/13/15

─

938

1,875

3,750

─

55,650

10/20/16

─

1,000

2,000

4,000

─

80,320

10/13/15

─

1,875

55,650

10/20/16

─

2,000

80,320

335,000

670,000

─

355,000

710,000

─

Dale Burks

10/20/16

─

1,000

2,000

4,000

─

80,320

10/20/16

─

2,000

80,320

10/20/16

─

4,000

167,920

5042

Table of Contents

Estimated Future Payouts

Under Non-Equity

Incentive Plan Awards ⁽¹⁾

Estimated Future Payouts

Under Equity Incentive

Plan Awards ⁽²⁾

All Other Stock

Awards: Number of

Name

Grant

Date

Threshold
($)

Target

($)

Maximum
($)

Threshold
(#)

Target

(#)

Maximum

(#)

Shares of Stock or

Units (#) ⁽³⁾

Grant Date

Fair Value ⁽⁴⁾

Dale Burks (continued)

225,000

450,000

─

Carmine J. Broccole

10/20/16

─

750

1,500

3,000

─

60,240

10/20/16

─

1,500

60,240

10/20/16

─

4,000

167,920

200,000

400,000

─

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards ⁽¹⁾

Estimated Future Payouts
Under Equity Incentive
Plan Awards ⁽²⁾

All Other Stock
Awards: Number of

Name
Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Shares of Stock or
Units (#) ⁽³⁾

Grant Date
Fair Value ⁽⁴⁾

Dale Burks 10/13/15 ─ ─ ─ 625 1,250 2,500 ─ $ 37,100
10/13/15 ─ ─ ─ ─ ─ ─ 1,250 37,100
10/13/15 ─ ─ ─ ─ ─ ─ 4,000 120,480
$ 0 $ 185,000 $ 370,000 ─ ─ ─ ─ ─
Carmine J.Broccole 10/13/15 ─ ─ ─ 625 1,250 2,500 ─ $ 37,100
10/13/15 ─ ─ ─ ─ ─ ─ 1,250 37,100
10/13/15 ─ ─ ─ ─ ─ ─ 4,000 120,480
$ 0 $ 142,000 $ 284,000 ─ ─ ─ ─ ─

⁽¹⁾

Represents possible threshold, target and maximum payout levels for fiscal ~~2015~~2016 under our cash incentive MBO and EVA bonus programs. Bonuses paid to the named executive officers are dependent on the level of achievement of certain individual and company performance objectives. The actual bonuses paid to each named executive officer for ~~2015~~2016 are reported in the Summary Compensation Table for ~~2015~~2016 above. Additional information regarding our cash incentive bonus program is included in “Compensation Discussion and Analysis” above.

⁽²⁾

These columns reflect threshold, target and maximum payout levels for performance share awards granted under our ~~2006~~2016 Omnibus Incentive Plan. The performance share awards have a ~~three year~~three-year vesting period and performance target goals relating to the Company’s earnings from continuing operations before taxes, excluding special items, measured at the end of a ~~three year~~three-year period. To the extent that the Company does not achieve the threshold level of earnings before taxes at the end of the measuring period, these performance shares will not be issued. Performance shares were issued to the named executive officers in ~~2015~~2016 at ~~a 170.5%~~an 86.5% payout level with respect to the performance share awards granted in ~~2012,~~2013, because the Company achieved the applicable financial goals for the ~~2012-2014~~2013-2015 measuring period. Holders of performance share awards are not entitled to stockholder rights, including voting rights or dividends. To the extent that an officer ceases to be an employee of the Company before the end of the vesting period, the entire performance share award will be forfeited. Additional information regarding our ~~2006~~2016 Omnibus Incentive Plan is included in the “Compensation Discussion and Analysis” section above.

⁽³⁾

This column reflects the number of shares of both standard and long-term retention restricted stock awards issued under our ~~2006~~2016 Omnibus Incentive Plan. Shares of restricted stock have a ~~three year~~three-year or longer vesting period and are not entitled to dividends; however, holders of restricted stock are entitled to voting rights. To the extent that an officer ceases to be an employee of the Company before the end of the vesting period, the entire unvested portion of the restricted stock award will be forfeited. See related discussion in “Compensation Discussion and Analysis” above. These awards are also described in “Outstanding Equity Awards at Fiscal Year-End” below.

⁽⁴⁾

The ASC Topic 718 per share value of the standard restricted stock and long-term retention restricted stock awards granted on October ~~13, 2015~~20, 2016 is ~~$29.68~~$40.16 per share and ~~$30.12~~$41.98 per share, respectively.

The following table summarizes the equity awards that we have made to our named executive officers, which awards were outstanding as of December 31, ~~2015.~~2016.

Outstanding Equity Awards at Fiscal Year-End for ~~2015~~2016

		Stock Awards ⁽¹⁾									Stock Awards ⁽¹⁾
Name	Grant Date	Number of Shares or Units of Stock that Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested ⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ⁽²⁾		Grant Date	Number of Shares or Units of Stock that Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested ⁽²⁾			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ⁽²⁾
Lawrence I. Sills	10/8/2013		2,000	$	76,100		2,000	$	76,100	10/7/2014		2,000		$	106,440		2,000		$	106,440
	10/7/2014		2,000	$	76,100		2,000	$	76,100	10/13/2015		2,000		$	106,440		2,000		$	106,440
	10/13/2015		2,000	$	76,100		2,000	$	76,100	10/20/2016		2,000		$	106,440		2,000		$	106,440

5143

Table of Contents

		Stock Awards ⁽¹⁾								Stock Awards ⁽¹⁾
Name	Grant Date	Number of Shares or Units of Stock that Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested ⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ⁽²⁾		Grant Date	Number of Shares or Units of Stock that Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested ⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ⁽²⁾
John P. Gethin	10/8/2013		1,875	$	71,344		1,875	$	71,344
Eric P. Sills										12/1/2010		5,000	$	266,100		—	$	—
	10/7/2014		1,875	$	71,344		1,875	$	71,344	9/20/2011		5,000	$	266,100		—	$	—
	10/13/2015		1,875	$	71,344		1,875	$	71,344
Eric P. Sills	12/1/2010		5,000	$	190,250		—	$	—
	9/20/2011		5,000	$	190,250		—	$	—	10/9/2012		5,000	$	266,100		—	$	—
	10/9/2012		5,000	$	190,250		—	$	—	10/8/2013		5,000	$	266,100		—	$	—
	10/8/2013		1,250	$	47,563		1,250	$	47,563	10/7/2014		1,250	$	66,525		1,250	$	66,525
	10/8/2013		5,000	$	190,250		—	$	—	10/7/2014		5,000	$	266,100		—	$	—
	10/7/2014		1,250	$	47,563		1,250	$	47,563	10/13/2015		1,250	$	66,525		1,250	$	66,525
	10/7/2014		5,000	$	190,250		—	$	—	10/13/2015		4,000	$	212,880		—	$	—
	10/13/2015		1,250	$	47,563		1,250	$	47,563	10/20/2016		2,000	$	106,440		2,000	$	106,440
	10/13/2015		4,000	$	152,200		—	$	—
James J. Burke	10/8/2013		1,875	$	71,344		1,875	$	71,344	10/7/2014		1,875	$	99,788		1,875	$	99,788
	10/7/2014		1,875	$	71,344		1,875	$	71,344	10/13/2015		1,875	$	99,788		1,875	$	99,788
	10/13/2015		1,875	$	71,344		1,875	$	71,344	10/20/2016		2,000	$	106,440		2,000	$	106,440

Dale Burks	12/1/2010		5,000	$	190,250		—	$	—	12/1/2010		5,000	$	266,100		—	$	—
										9/20/2011		5,000	$	266,100		—	$	—
										10/9/2012		5,000	$	266,100		—	$	—
	9/20/2011		5,000	$	190,250		—	$	—	10/8/2013		5,000	$	266,100		—	$	—
	10/9/2012		5,000	$	190,250		—	$	—	10/7/2014		1,250	$	66,525		1,250	$	66,525
	10/8/2013		1,250	$	47,563		1,250	$	47,563	10/7/2014		5,000	$	266,100		—	$	—
	10/8/2013		5,000	$	190,250		—	$	—	10/13/2015		1,250	$	66,525		1,250	$	66,525
	10/7/2014		1,250	$	47,563		1,250	$	47,563	10/13/2015		4,000	$	212,880		—	$	—
	10/7/2014		5,000	$	190,250		—	$	—	10/20/2016		2,000	$	106,440		2,000	$	106,440
	10/13/2015		1,250	$	47,563		1,250	$	47,563	10/20/2016		4,000	$	212,880		—	$	—
	10/13/2015		4,000	$	152,200		—	$	—
Carmine J. Broccole	12/1/2010		5,000	$	190,250		—	$	—	12/1/2010		5,000	$	266,100		—	$	—
	9/20/2011		5,000	$	190,250		—	$	—	9/20/2011		5,000	$	266,100		—	$	—
	10/9/2012		5,000	$	190,250		—	$	—	10/9/2012		5,000	$	266,100		—	$	—
	10/8/2013		1,250	$	47,563		1,250	$	47,563	10/8/2013		5,000	$	266,100		—	$	—
	10/8/2013		5,000	$	190,250		—	$	—	10/7/2014		1,250	$	66,525		1,250	$	66,525
	10/7/2014		1,250	$	47,563		1,250	$	47,563	10/7/2014		5,000	$	266,100		—	$	—
	10/7/2014		5,000	$	190,250		—	$	—	10/13/2015		1,250	$	66,525		1,250	$	66,525
	10/13/2015		1,250	$	47,563		1,250	$	47,563	10/13/2015		4,000	$	212,880		—	$	—
	10/13/2015		4,000	$	152,200		—	$	—	10/20/2016		1,500	$	79,830		1,500	$	79,830
										10/20/2016		4,000	$	212,880		—	$	—

⁽¹⁾

Shares of standard restricted stock generally vest on the third anniversary of the date of grant, except that the 5,000 shares of long-term retention restricted stock granted onin December 1, 2010, September ~~20,~~ 2011, October 9, 2012, October 8, 2013, and October 7, 2014, and the 4,000 shares of long-term retention restricted stock granted onin October ~~13,~~ 2015 ~~to Eric Sills, Dale Burks~~ and ~~Carmine Broccole~~October 2016 vest in increments upon the executive reaching 60 (25% vests), 63 (25% vests) and 65 (balance vests) years of age. Performance shares vest on the third anniversary of the date of grant, provided that certain performance goals have been met at the end of the three year measuring period. Please refer to “Compensation Discussion and Analysis” above for additional information regarding equity awards granted under our ~~2006~~2016 Omnibus Incentive Plan.

⁽²⁾

The market value is based on the closing price of the Company’s Common Stock of ~~$38.05~~$53.22 per share as of December ~~31, 2015.~~30, 2016 (the last trading day of the year).

~~Management Information~~		32
	~~Office of Chief Executive~~	34
~~Compensation Discussion and Analysis~~		34
	~~Overview~~	34
	~~Summary of 2015 Financial and Business Performance~~	34
	~~2015 Executive Compensation Actions~~	35
	~~Say-on-Pay Vote~~	36
	~~Primary Responsibilities of our Compensation Committee~~	36
	~~Compensation Philosophy and Primary Objectives~~	36
	~~Compensation Process~~	37
	~~Elements of Compensation~~	40
	~~Compensation Actions in 2015~~	44
	~~Clawback Policy~~	46
	~~Stock Ownership Guidelines~~	46
	~~Termination-Based Compensation~~	47
	~~Tax Deductibility of Executive Compensation~~	48
	~~Perquisites and Other Benefits~~	48
	Cautionary Statement	4840
Report of the Compensation and Management Development Committee	4840
	Compensation and Management Development Committee	4941
Executive Compensation and Related Information	4941
	Summary Compensation Table for ~~2015~~2016	4941
	Grants of Plan-Based Awards for ~~2015~~2016	5042
	Outstanding Equity Awards at Fiscal Year-End for ~~2015~~2016	5143
	~~Option Exercises and~~ Stock Vested for ~~2015~~2016	5345
	~~Pension Benefits for 2015~~	53
	Nonqualified Deferred Compensation for ~~2015~~2016	5345
	Equity Compensation Plan Information	5445
	Severance and Change of Control Arrangements	5446
	Estimated Benefits upon Termination Following a Change in Control	5748
	Risk Considerations in our Compensation Program	5749
	Certain Relationships and Related Person Transactions	5849
Report of the Audit Committee	5950
Stockholder Proposals for the ~~2017~~2018 Annual Meeting	6051
Annual Report on Form 10-K	60
~~“Householding” of Proxy Materials and Annual Reports for Record Owners~~		6151
Other Matters	61
~~Appendix A: Standard Motor Products, Inc. 2016 Omnibus Incentive Plan~~		~~A-1~~52

	Stock Awards				Stock Awards
Name	Number of Shares Acquired on Vesting		Value Realized on Vesting ⁽¹⁾		Number of Shares Acquired on Vesting		Value Realized on Vesting ⁽¹⁾

Lawrence I. Sills		5,410	$	195,139		3,730	$	195,139
John P. Gethin		5,072	$	182,947
Eric P. Sills		3,381	$	121,953		2,331	$	121,953
James J. Burke		5,072	$	182,947		3,497	$	182,947
Dale Burks		3,381	$	121,953		2,331	$	121,953
Carmine J. Broccole		3,381	$	121,953		2,331	$	121,953

Name	Executive Contributions in Last FY ⁽¹⁾		Registrant Contributions in Last FY ⁽¹⁾		Aggregate Earnings in Last FY ⁽²⁾			Aggregate Withdrawals/ Distribution		Aggregate Balance at Last FYE		Executive Contributions in Last FY ⁽¹⁾		Registrant Contributions in Last FY ⁽¹⁾		Aggregate Earnings in Last FY ⁽²⁾		Aggregate Withdrawals/ Distribution		Aggregate Balance at Last FYE
Lawrence I. Sills	$	254,807	$	79,401	$	(53,868	)	$	—	$	5,824,029	$	212,923	$	46,630		378,970	$	—	$	6,462,552
John P. Gethin		—		43,562		13,747			—		1,351,157
Eric P. Sills		—		36,609		(2,827	)		—		161,807		—		24,766		23,683		—		210,256
James J. Burke													—		40,264		112,847		—		938,525
Dale Burks													—		24,769		48,046		—		365,161
Carmine J. Broccole													—		19,520		24,778		—		259,452

Name	Severance Compensation Agreement Amount ⁽¹⁾		SERP Amount ⁽³⁾		Early Vesting of Restricted Stock ⁽⁴⁾		Other ⁽⁵⁾		Total		Severance Compensation Agreement Amount ⁽¹⁾		SERP Amount ⁽²⁾		Early Vesting of Restricted Stock ⁽³⁾		Other ⁽⁴⁾		Total
Lawrence I. Sills	─		$	5,824,029	$	228,300	$	6,792	$	6,059,121	─		$	6,462,552	$	319,320	$ ─		$	6,781,872
John P. Gethin	$	1,980,000		1,351,157		214,031		107,900		3,653,088
Eric P. Sills	─			161,807		1,246,138	─			1,407,945	─			210,256		1,782,870	─			1,993,126
James J. Burke		2,625,000		785,414		214,031		169,040		3,793,485		2,730,000		938,525		306,015		120,227		4,094,767
Dale Burks	─			292,346		1,246,138	─			1,538,484	─			365,161		1,995,750	─			2,360,911
Carmine J. Broccole	─			215,154		1,246,138	─			1,461,292	─			259,452		1,969,149	─			2,228,592

	Sincerely,

	/s/ Lawrence I. Sills

	Lawrence I. Sills
	Executive Chairman of the Board

	By Order of the Board of Directors

	/s/ Carmine J. Broccole

	Carmine J. Broccole
	Senior Vice President General Counsel
	and Secretary

Long Island City, New York
April 18, 2017

Proxy Statement for Annual Meeting of Stockholders	1
Frequently Asked Questions About the Annual Meeting	1
Election of Directors (Proposal No. 1)	4
	Information Regarding Nominees	4
	Emeritus Directors of the Board of Directors	9
~~Approval of the Standard Motor Products, Inc. 2016 Omnibus Incentive Plan (Proposal No. 2)~~		10
	~~General~~	10
	~~Purpose of Plan~~	10
	~~Key Terms~~	10
	~~Non-employee Director Awards~~	13
	~~New Plan Benefits~~	13
	~~Terms applicable to Stock Options and Stock Appreciation Rights~~	13
	~~Terms applicable to Grants of Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units and Other Stock-Based or Cash-Based Awards~~	14
	~~Eligibility Under Section 162(m)~~	14
	~~Cash-Based Awards~~	15
	~~Transferability~~	15
	~~Administration~~	15
	~~Amendments~~	16
	~~Adjustments~~	16
	~~Change of Control~~	16
	~~U.S. Tax Consequences~~	17
Ratification of the Appointment of KPMG LLP (Proposal No. 3)2)	1910
	Audit and Non-Audit Fees	1910
Advisory Vote on the Compensation of our Named Executive Officers (Proposal No. 3)	11
Advisory Vote on the Frequency of a Stockholder Vote on the Compensation of our Named Executive Officers (Proposal No. 4)	2012
Security Ownership of Certain Beneficial Owners and Management	2113
Section 16(a) Beneficial Ownership Reporting Compliance	2314
Corporate Governance	2315
	Meetings of the Board of Directors and its Committees	2416
	Board Leadership Structure	2719
	The Board’s Role in Risk Oversight	2820
	Communications to the Board	2820
	Corporate Code of Ethics	2921
	Director Independence	2921
	Director Compensation	2921
	Policy on Poison Pills	3123
	Compensation Committee Interlocks and Insider Participation	3123
Management Information	24
Office of Chief Executive	26
Compensation Discussion and Analysis	26
Overview	26
Summary of 2016 Financial and Business Performance	27
2016 Executive Compensation Actions	27
Say-on-Pay Vote	28
Primary Responsibilities of our Compensation Committee	28
Compensation Philosophy and Primary Objectives	28
Compensation Process	29
Elements of Compensation	33
Compensation Actions in 2016	36
Clawback Policy	38
Stock Ownership Guidelines	39
Termination-Based Compensation	39
Tax Deductibility of Executive Compensation	40
Perquisites and Other Benefits	40

Name	Plan Name ⁽¹⁾	Number of Years Credited Services⁽²⁾	Present Value of Accumulated Benefit	Payments During Last Fiscal Year ⁽³⁾
Lawrence I. Sills	─	─	─	─
John P. Gethin	─	─	─	─
Eric P. Sills	─	─	─	─
James J. Burke	Supplemental SERP	36	─	$	7,610,354
Dale Burks	─	─	─	─
Carmine J. Broccole	─	─	─	─

	Audit Committee

	William H. Turner (Chairman)	Alisa C. Norris
	Pamela Forbes Lieberman	Frederick D. Sturdivant
~~Pamela Forbes Lieberman~~	Patrick S. McClymont	Richard S. Ward
	Joseph W. McDonnell	Roger M. Widmann
~~Alisa C. Norris~~