UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x☒                            Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

Genuine Parts Company

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Genuine Parts Company

GENUINE PARTS COMPANY

2999 Circle 75Wildwood Parkway

Atlanta, Georgia 30339

April 25, 201622, 2019

TO THE SHAREHOLDERS OF GENUINE PARTS COMPANY:

The 20162019 Annual Meeting of Shareholders of Genuine Parts Company, a Georgia corporation, will be held at the Company’s headquarters, 2999 Circle 75Wildwood Parkway, Atlanta, Georgia 30339, on Monday, the 25^th22nd day of April 2016,2019, at 10:00 a.m., for the following purposes:

(1)   To elect as directors the thirteen nominees named in the attached proxy statement;

(2)  To approve, by a non-binding advisory vote, the compensation of the Company’s executive officers;

(3)  To ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2016; and

(4)  

Information relevant to these matters is set forth in the attached proxy statement. Only holders of record of the Company’s Common Stock at the close of business on February 16, 201613, 2019 will be entitled to vote at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 25, 2016.22, 2019.

The Proxy Statement and the 20152018 Annual Report to Shareholders are available at

http://www.proxydocs.com/gpc

Atlanta, Georgia

February 26, 2016March 5, 2019

YOUR VOTE IS IMPORTANT!

ANNUAL MEETING — APRIL 25, 201622, 2019

This proxy statement is being furnished to the shareholders of Genuine Parts Company in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Company’s 20162019 Annual Meeting of Shareholders to be held on Monday, April 25, 2016,22, 2019, at 10:00 a.m. local time and at any reconvened meeting following any adjournment thereof. The Annual Meeting will be held at the Company’s headquarters, 2999 Circle 75Wildwood Parkway, Atlanta, Georgia.Georgia 30339.

This proxy statement and the accompanying proxy card are first being mailed to shareholders and made available on our website on or about February 26, 2016.March 5, 2019. The Company’s 20152018 annual report to the shareholders, including consolidated financial statements for the year ended December 31, 2015,2018, is enclosed.

VOTING

Shareholders of record can simplify their voting and reduce the Company’s costs by voting their shares via telephone or the Internet. Instructions for voting via telephone or the Internet are set forth on the enclosed proxy card. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. These procedures enable shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If your shares are held in the name of a bank or broker (in “street name”), the availability of telephone and Internet voting will depend on the voting processes of the applicable bank or broker; therefore, it is recommended that you follow the voting instructions on the form you receive from your bank or broker. If you do not choose to vote by telephone or the Internet, please mark your choices on the enclosed proxy card and then date, sign and return the proxy card at your earliest opportunity.

All proxies properly voted by telephone or the Internet and all properly executed written proxy cards that are delivered to the Company (and not later revoked) will be voted in accordance with instructions given in the proxy. When voting on the election of directors, you may (1) vote FOR all nominees listed in this proxy statement, (2) WITHHOLD AUTHORITY to vote for all nominees, or (3) WITHHOLD AUTHORITY to vote for one or more nominees but vote FOR the other nominees. When voting on the approval of the Company’s executive compensation program and the ratification of the selection of independent auditors, you may vote FOR or AGAINST the proposal or you may ABSTAIN from voting.

If a signed proxy card is received which does not specify a vote or an abstention, the shares represented by that proxy card will be voted FOR all nominees to the Board of Directors listed in this proxy statement, FOR the proposal to approve the Company’s executive compensation program, and FOR the ratification of the selection of independent auditors for the fiscal year ending December 31, 2016.2019. The Company is not aware, as of the date hereof, of any matters to be voted upon at the Annual Meeting other than those stated in this proxy statement and the accompanying Notice of 20162019 Annual Meeting of Shareholders. If any other matters are properly brought before the Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented thereby in their discretion.

If you hold your shares in street name and you do not instruct your bank or brokerage firm in accordance with their directions how to vote your shares prior to the date of the Annual Meeting, your bank or brokerage firm cannot vote your shares (referred to as “brokernon-votes”) on the following proposals: “Proposal 1 — Election of Directors,” or “Proposal 2 — Advisory Vote on Executive Compensation,” and such shares will be considered “brokernon-votes” and will not affect the outcome of these votes. However, your bank or brokerage firm may vote your shares in its discretion on “Proposal 3 — Ratification of Selection of Independent Auditors.”Auditors” if you do not provide voting instructions.

A shareholder of record who submits a proxy pursuant to this solicitation may revoke it at any time prior to its exercise at the Annual Meeting. Such revocation may be by delivery of written notice to the Corporate Secretary of the Company at the Company’s address shown above, by delivery of a proxy bearing a later date (including a later vote by telephone or the Internet), or by voting in person at the Annual Meeting. Street name holders may revoke their proxies prior to the Annual Meeting by following the procedures specified by their bank or brokerage firm.

Only holders of record of the Company’s Common Stock at the close of business on the record date for the Annual Meeting, which is February 16, 2016,13, 2019, are entitled to vote at the Annual Meeting. Persons who hold

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Voting

shares of Common Stock in street name as of the record date may vote at the Annual Meeting only if they hold a valid proxy from their bank or brokerage firm. At the close of business on February 16, 2016,13, 2019, the Company had 145,943,765 shares of common stock outstanding and entitled to vote at the Annual Meeting 149,515,598 shares of Common Stock.Meeting.

On each proposal presented for a vote at the Annual Meeting, each shareholder is entitled to one vote per share of Common Stock held as of the record date. A quorum for the purposes of all matters to be voted on shall consist of shareholders representing, in person or by proxy, a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting. Shares represented at the Annual Meeting that are abstained or withheld from voting and brokernon-votes will be considered present for purposes of determining a quorum at the Annual Meeting. If less than a majority of the outstanding shares of Common Stock are represented at the Annual Meeting, a majority of the shares so represented may adjourn the Annual Meeting to another date, time or place.place to allow for the solicitation of additional proxies or other measures to obtain a quorum.

The vote required for (1) the election of directors, (2) the advisory vote on executive compensation, and (3) the ratification of the selection of independent auditors is the affirmative vote of a majority of the shares of Common Stock outstanding and entitled to vote on such proposal which are represented at the Annual Meeting. Because votes withheld and abstentions will be considered as present and entitled to vote at the Annual Meeting but will not be voted “for” these proposals, they will have the same effect as votes “against” these proposals.

Although the advisory vote on executive compensation isnon-binding as provided by law, the Company’s Board of Directors will review the results of the vote and take it into account inconsideration when making future determinations concerning executive compensation.

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PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of fourteeneleven directorships. Mr. Jean Douville has reached mandatory retirement age for the Board and therefore will not stand for re-election at the 2016 Annual Meeting. The Board of Directors has approved the recommendation of its Compensation, Nominating and Governance Committee to decreasenominate the number of directorships to thirteen as of the date of the 2016 Annual Meeting and has nominated the thirteeneleven nominees named below to serve as directors until the 20172020 Annual Meeting and the election and qualification of their successors.

In the event that any nominee is unable to serve (which is not anticipated), the Board of Directors may:

If any incumbent director nominee in an uncontested election should fail to receive the required affirmative vote of the holders of a majority of the shares entitled to vote which are represented at the Annual Meeting, under Georgia law, the director remains in office as a “holdover” director until his or her successor is elected and qualified or until his or her earlier resignation, retirement, disqualification, removal from office or death. In the event of a holdover director, the Board of Directors in its discretion may request the director to resign from the Board. If the director resigns, the Board of Directors may:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES.

Set forth below is certain information about each of the thirteeneleven nominees for director. For additional information about the nominees,director, including the experience, qualifications, attributes and skills that our Board believes makes them well qualified to serve as directors, as well as informationdirectors. Information about our director independence requirements, our director nominating process, our board leadership structure, and other corporate governance matters seecan be found in the “Corporate Governance” below.section.

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Proposal 1    Election of Directors

NOMINEES FOR DIRECTOR

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Proposal 1    Election of Directors

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Proposal 1    Election of Directors

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Proposal 1    Election of Directors

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Proposal 1    Election of Directors

Name, Principal Occupation, Certain Other Current and Past Directorships and Age		Director Since
E. Jenner Wood, III is •   Director Since 2014 •   Independent Director •   Audit Committee •   Financial Expert •   Compensation, Nominating and Governance Committee •   Age 67		Background E. Jenner Wood, III was Corporate Executive Vice President of SunTrust Banks, Inc. until his retirement in December of 2016. He was Chairman, President and Chief Executive Officer of the Atlanta Division of SunTrust Bank from April, 2014 to October, 2015 and served as a Corporate Executive Vice President of SunTrust Banks, Inc. since 2005.from 2005 through his retirement in December of 2016. Mr. Wood served as Chairman, President and Chief Executive Officer of the Georgia/North Florida Division of SunTrust Bank from 2013 through March 2014 and as Chairman, President and Chief Executive Officer of the Atlanta/Georgia Division of SunTrust Bank from 2010 to 2013. Mr. Wood previously served as President, Chairman and Chief Executive Officer of SunTrust Bank Group from 2002 to 2010. Mr. Wood is a member of the Board of Directors and Audit Committee of The Southern Company and also serves as alead independent director of Oxford Industries.Industries and also is a member of its Nominating, Compensation, and Governance Committee. Mr. Wood previously served as a director of Georgia Power Company until his election to the Board of Directors of that entity’s parent company, The Southern Company, in 2012. Mr. Wood also serves as the Chairman of the Robert W. Woodruff Foundation, the Joseph B. Whitehead Foundation, the Lettie Pate Evans Foundation and the Jesse Parker Williams Foundation. Mr. Wood is also a past member of the Board of Crawford & Company. Qualifications Mr. Wood’s professional career includes over 20 years in executive management positions with SunTrust Banks, Inc. and its various affiliates and 40 years of experience in the areas of banking and investment management generally. Mr. Wood is 64.has served as a director on the Board of Southern Company since 2012, currently serves on its Audit Committee, and serves as the lead independent director at Oxford Industries, Inc. and also sits on its Nominating, Compensation, and Governance Committee. Mr. Wood’s insights with respect to financial issues and the financial services industry, including the retail and business aspects of banking operations, together with his extensive experience on the boards of directors and committees of public and private companies, make him a valuable asset to our Board, our Audit Committee, and our Compensation, Nominating, and Governance Committee.

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Proposal 1    Election of Directors

Board Diversity

GENDER 3 27.3% WOMEN DIRECTORS 3 out of our 11 director nominees are women TENURE 5 33 0-4 yrs 5-9 yrs 10+ yrs 45.5% UNDER 5 YEARS 5 out of our 11 director nominees have a tenure of less than 5 years INDEPENDENCE 9 81.8% INDEPENDENT 9 out of our 11 director nominees are independent

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CORPORATE GOVERNANCE

Independent Directors

The Company’s Common Stock is listed on the New York Stock Exchange.Exchange under the symbol “GPC.” The NYSE requires that a majority of the directors, and all of the members of certain committees of the board of directors be “independent directors,” as defined in the NYSE corporate governance standards. Generally, a director does not qualify as an independent director if the director (or in some cases, members of the director’s immediate family) has, or in the past three years has had, certain material relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board has affirmatively determined that tennine of the Company’s fourteeneleven current directors and tennine of the thirteeneleven director nominees have no other direct or indirect relationships with the Company and therefore are independent directors according to the NYSE corporate governance standards and an analysis of all facts specific to each director.

Mr. E. Jenner Wood, a Director of the Company since August 17, 2014 is Corporate Executive Vice President of SunTrust Banks, Inc. During 2015, the Company continued its long-standing banking relationship with SunTrust, and used the Bank’s services in the general course of business. This banking relationship was reviewed and considered by the Board and the Compensation, Nominating, and Governance Committee in determining the independence of Mr. Wood. The amount of payments made and received by SunTrust and the Company represented an immaterial percentage of the Company’s and SunTrust’s revenues. The Board and Compensation, Nominating, and Governance Committee believe that the relationship during 2015 was non-preferential and that Mr. Wood did not personally participate in or benefit from this relationship, leading to the conclusion that the relationship was not material and to a determination that Mr. Wood is independent.

The independent directors and nominees are: Mary B. Bullock, Elizabeth W. Camp, Gary P. Fayard, P. Russell Hardin, John R. Holder, Donna W. Hyland, John D. Johns, Robert C. “Robin” Loudermilk, Wendy B. Needham, Gary W. Rollins and E. Jenner Wood.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines that give effect to the NYSE’s requirements related to corporate governance and various other corporate governance matters. The Company’s Corporate Governance Guidelines, as well as the charters of the Compensation, Nominating and Governance Committee and the Audit Committee, are available on the Company’s website atwww.genpt.com.

Non-Management Director Meetings and Presiding Independent Director

Pursuant to the Company’s Corporate Governance Guidelines, the Company’snon-management directors meet separately from the other directors in regularly scheduled executive sessions at least annually and at such other times as may be scheduled by the Chairman of the Board or by the presiding independent director or as may be requested by anynon-management director.

The independent directors serving on the Company’s Board of Directors appointed Gary W. RollinsJohn D. Johns to serve as the Board’s presiding independent director effective in April 2013.2017. As the presiding independent director, Mr. RollinsJohns presides at all meetings ofnon-management and independent directors and serves as a liaison between the Chief Executive Officer and the non-management and independent directors. During 2015,2018, the independent directors held four meetings without management. Mr. RollinsJohns presided over all of these meetings.

Board Leadership Structure

The Board has appointedCompany’s Corporate Governance Guidelines allow the Company’s Chief Executive Officerindependent directors flexibility to serve assplit up or combine the roles of Chairman ofand CEO. The directors annually review the Board. In his position as CEO, Mr. Gallagher has primary responsibility forBoard’s leadership structure to determine the day-to-day operationsstructure that is in the best interests of the Company and provides consistent leadership on the Company’s key strategic objectives. In his roleits shareholders. Currently, and during all of 2018, Paul Donahue serves as ChairmanPresident and Chief Executive Officer of the Board,Company and Thomas C. Gallagher, the former CEO of the Company, serves as itsNon-Executive Chairman. As former CEO, Mr. Gallagher had primary responsibility for theday-to-day operations of the Company; asNon-Executive Chairman, he sets the strategic priorities for the Board (with input from the presiding independent director), and presides over its meetings and communicates its strategic findings and guidance to management. The Board believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy.meetings. The Board believes that this leadership structure — a combined Chairman of the Board and Chief Executive Officer — is currently the most effective structure for the Company at this time and is instrumental in unifying the Company’s strategy behind a single vision. In addition, we have found that our CEO is the most knowledgeable memberbest interests of the Board regarding risks the Company may be facing and, in his role as Chairman, is able to facilitate the Board’s oversight of such risks.its shareholders.

As noted earlier, the independent directors have appointed a presiding independent director, which provides balance to the Board’s structure. With a supermajority of independent directors, an Audit Committee and a Compensation, Nominating and Governance Committee each comprised entirely of independent directors, and a presiding independent director to oversee all meetings of thenon-management directors, the Company’s Board of Directors is comfortable that its existingcurrent leadership structure provides for an appropriate balance that best serves the Company and its shareholders. The Board of Directors periodically reviews its leadership structure to ensure that it remains the optimal structure for our Company and our shareholders.the Company.

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Corporate Governance

Director Nominating Process

Shareholders may recommend a director nominee by writing to the Corporate Secretary specifying the nominee’s name and the other required information as set forth in the Company’sBy-laws. TheBy-laws require, among other things, that the shareholder making the nomination: (1) notify us in writing no later than the close of business on the 90^th day and no earlier than the close of business on the 120^th day prior to the first anniversary of the date of the Company’s notice of annual meeting sent to shareholders in connection with the previous year’s annual meeting; (2) include certain information about the nominee, including his or her name, occupation and Company share ownership; (3) include certain information about the shareholder proponent and the beneficial owner, if any on whose behalf the nomination is made, including such person or entity’s name, address, Company share ownership and certain other information regarding the relationship between the shareholder and beneficial owner, if applicable, and any derivative or hedging positions in Company securities; and (4) update the required information as of the record date and after any subsequent change. The notice must comply with all requirements of theBy-laws and, if the nomination is to be included in next year’s proxy statement, the requirements of SEC Rule14a-8 and must be timely received by the Corporate Secretary at Genuine Parts Company, 2999 Circle 75Wildwood Parkway, Atlanta, Georgia 30339.

On November 19, 2018, the Board of Directors adopted and approved an amendment to the Company’sBy-laws to implement proxy access. The Company’sBy-laws, as amended and restated, provide that whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting of shareholders, subject to certain requirements, a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years can require the Company to include in its proxy materials for such annual meeting director nominations for up to the greater of (i) 20% of the number of directors up for election, rounding down to nearest whole number, or (ii) two directors. Shareholder requests to include shareholder nominees in the Company’s proxy materials for the 2020 annual meeting of shareholders must be received by the Corporate Secretary no earlier than October 7, 2019 and no later than November 6, 2019 and must satisfy the requirements specified in the Company’sBy-laws.

The Company’s Board of Directors has established the following process for the identification and selection of candidates for director. The Compensation, Nominating and Governance Committee, in consultation with the Chairman of the Board, annually reviews the appropriate experience, skills and characteristics required of Board members in the context of the current membership of the Board to determine whether the Board would better be enhanced by the addition of one or more directors. This review includes, among other relevant factors in the context of the perceived needs of the Board at that time, issues of experience, reputation, judgment, diversity and skills. With regard to diversity, the Board and the Compensation, Nominating and Governance Committee believe that sound governance of the Company in an increasingly complex international marketplace requires a wide range of viewpoints. As a result, although the Board does not have a formal policy regarding Board

diversity, the Board and the Committee believe that the Board should be comprised of a well-balanced group of individuals with diverse backgrounds, educations, experiences and skills that contribute to board diversity, and the Compensation, Nominating and Governance Committee considers such factors when reviewing potential candidates.

If the Compensation, Nominating and Governance Committee determines that adding a new director is advisable, the Committee initiates a search, working with other directors, management and, if it deems appropriate or necessary, a search firm retained to assist in the search. The Compensation, Nominating and Governance Committee considers all appropriate candidates proposed by management, directors and shareholders. Information regarding potential candidates is presented to the Compensation, Nominating and Governance Committee, and the Committee evaluates the candidates based on the needs of the Board at that time. Potential candidates are evaluated according to the same criteria, regardless of whether the candidate was recommended by shareholders, the Compensation, Nominating and Governance Committee, another director, Company management, a search firm or another third party. The Compensation, Nominating and Governance Committee then submits any recommended candidate(s) to the full Board of Directors for approval and recommendation to the shareholders for approval at the Company’s annual meeting of shareholders.

The Company’s Board of Directors is comprised of individuals with diverse experience at policy-making levels in a variety of businesses, as well as in education andnon-profit organizations, in areas that are relevant to the Company’s activities. Each director was nominated on the basis of the unique experience, qualifications,

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Corporate Governance

attributes and skills that he or she brings to the Board, as well as how those factors blend with those of the others on the Board as a whole. On an individual basis:

together with the skills and knowledge of the industry and the Company gained in his tenure with the Company, has been instrumental in the growth and success of the Company. Mr. Gallagher also brings extensive experience as a former director of other NYSE-listed companies and as a current director of Oxford Industries, Inc.

Communications with the Board

The Company’s Corporate Governance Guidelines provide for a process by which shareholders or other interested parties may communicate with the Board, a Board committee, the presiding independent director, thenon-management directors as a group, or individual directors. Shareholders or other interested parties who wish to communicate with the Board, a Board committee or any such other individual director or directors may do so by sending written communications addressed to the Board of Directors, a Board committee or such individual director or directors, c/o Corporate Secretary, Genuine Parts Company, 2999 Circle 75Wildwood Parkway, Atlanta, Georgia 30339. This information is also available on the Company’s website atwww.genpt.com. All communications will be compiled by the Secretary of the Company and forwarded to the members of the Board to whom the communication is directed or, if the communication is not directed to any particular member(s) of the Board, the communication shall be forwarded to all members of the Board of Directors.

Annual Performance Evaluations

The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and Board effectiveness. The Company’s Corporate Governance Guidelines provide that the Board of Directors shall conduct an annual evaluation to determine, among other matters, whether the Board and the Committees are functioning effectively. The Audit Committee and the Compensation, Nominating and Governance Committee are also required to each conduct an annual self-evaluation. The Compensation, Nominating and Governance Committee is responsible for overseeing this self-evaluation process. Through the performance evaluations, directors review the Board’s and Committees’ performances, including areas where the Board and Committees feel they function effectively, and importantly, areas where the Board and Committees believe they can improve. Results requiring additional consideration are addressed at subsequent board and committee meetings.

The Board, Audit Committee, and Compensation, Nominating and Governance Committee each conducted an annual self-evaluation process during 2015.2018, and feedback from the process was reported to and discussed by the Board. Changes to processes and procedures of the Board and Committees based on such feedback were implemented and will be monitored in future evaluations.

Board Oversight of Risk

The Company’s Board of Directors recognizes that, although risk management is primarily the responsibility of the Company’s management team, the Board plays a critical role in the oversight of risk. The Board believes that an important part of its responsibilities is to assess the major risks the Company faces and review the Company’s options for monitoring and controlling these risks. The Board assumes responsibility for the Company’s overall risk assessment.

The Board as a whole examines specific business risks in its regular reviews of the individual business units and also on a Company-wide basis as part of its regular strategic reviews. In addition to periodic reports from two committees (discussed below) about risks, the Board receives presentations throughout the year from various business units that include discussion of significant risks specific to theirsuch business unit as necessary. Periodically, at Board meetings, management discusses matters of particular importance or concern, including any significant areas of risk requiring Board attention.

The Audit Committee has specific responsibility for oversight of risks associated with financial accounting and audits, as well as internal control over financial reporting.reporting, and information technology/cyber security risk. The Audit Committee monitors and reviews applicable enterprise risks identified as part of the Company’s enterprise risk management program, including the Company’s risk assessment and management policies, the Company’s major financial risk exposure and cyber and information security exposure and the steps taken by management to monitor and mitigate such exposure. The Audit Committee receives quarterly updates at Committee meetings specific to the Company’s cyber security program and IT security risk, and the Board receives periodic updates from the Audit Committee Chair on cyber security and IT security risk and also receives an update directly from the Chief Information Officer at least once per year.

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Corporate Governance

The Compensation, Nominating and Governance Committee oversees the risks relating to the Company’s compensation policies and practices as well as management development and leadership succession in the Company’s various business units.

The Compensation, Nominating and Governance Committee annually reviews with management the design and operation of the Company’s incentive compensation arrangements for all employees, including executive officers, for the purpose of determining whether such programs might encourage inappropriate risk-taking that could have a material adverse effect on the Company. In advance of such review, the Company identifies internal and external factors that comprise the Company’s primary business risks, and management compiles an inventory of incentive compensation arrangements, which are then summarized for the Compensation, Nominating and Governance Committee and reviewed for the purpose of identifying any aspects of such programs that might encourage behaviors that could exacerbate the identified business risks.

In conducting this assessment for 2015,2018, the Compensation, Nominating and Governance Committee considered the performance objectives and target levels used in connection with these incentive awards and also

the features of the Company’s compensation program that are designed to mitigate compensation-related risk. Based on such assessment, the Compensation, Nominating and Governance Committee concluded that the Company’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.

Code of Conduct and Ethics

The Board of Directors has adopted a Code of Conduct and Ethics for Employees, Contract and/or Temporary Workers, Officers and Directors and a Code of Conduct and Ethics for Senior Financial Officers, both of which are available on the Company’s website atwww.genpt.com. These Codes of Conduct and Ethics comply with NYSE and Securities and Exchange Commission (the “SEC”) requirements, including procedures for the confidential, anonymous submission by employees or others of any complaints or concerns about the Company or its accounting, internal accounting controls or auditing matters. The Company will post any amendments to or waivers from the Code of Conduct and Ethics (to the extent applicable to the Company’s executive officers and directors) on its website.

Environmental & Social Sustainability

The Company is committed to operating our business with integrity, contributing to our local communities, promoting a culture of diversity and inclusion, and using our natural resources thoughtfully and responsibly. In 2018 the Company issued its inaugural Sustainability Report, which provides detailed information on the Company’s environmental and social sustainability initiatives. The report can be found onwww.genpt.com.

Board Attendance

The Company’s Corporate Governance Guidelines provide that all directors are expected to attend all meetings of the Board and committees on which they serve and are also expected to attend the Annual Meeting of Shareholders. During 2015,2018, the Board of Directors held foursix meetings. AllTwo directors missed one meeting; otherwise, all of the directors attended all of the Board of DirectorsDirector meetings. EachAll committee members attended all of the directors attended 100% of thecommittee meetings of committees of the Board on which they served. All of the Company’s directors were in attendance atattended the Company’s 20152018 Annual Meeting.

Board Committees

The Board presently has three standing committees. Information regarding the functions of the Board’s committees, their present membership and the number of meetings held by each committee during 20152018 is set forth below:

Executive Committee.    The Executive Committee is authorized, to the extent permitted by law, to act on behalf of the Board of Directors on all matters that may arise between regular meetings of the Board upon which the Board of Directors would be authorized to act. The current members of the Executive Committee are Thomas C. Gallagher (Chair), Paul D. Donahue, John D. Johns and Gary W. Rollins.Wendy B. Needham. During 2015,2018, this committee held fivefour meetings.

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Corporate Governance

Audit Committee.    The Audit Committee’s main role is to assist the Board of Directors with oversight of (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence and (4) the performance of the Company’s internal audit function and independent auditors. As part of its duties, the Audit Committee assists in the oversight of (a) management’s assessment of, and reporting on, the effectiveness of internal control over financial reporting, (b) the independent auditor’s integrated audit, which includes expressing an opinion on the conformity of the Company’s audited financial statements with United States generally accepted accounting principles, (c) the independent auditor’s audit of the Company’s internal control over financial reporting which includes expressing an opinion on the effectiveness of the Company’s internal control over financial reporting, and (d) the Company’s risk assessment and risk management.management, and (e) the Company’s cyber security program. (See “Board Oversight of Risk” above.) The Audit Committee oversees the Company’s accounting and financial reporting process and has the authority and responsibility for the appointment, retention and oversight of the Company’s independent auditors, includingpre-approval of all audit andnon-audit services to be performed by the independent auditors. The Audit Committee annually reviews and approves the firm to be engaged as independent auditors for the Company for the next fiscal year, reviews with the independent auditors the plan and results of the audit engagement, reviews the scopeandscope and results of the Company’s procedures for internal auditing and monitors the design and maintenance of the Company’s internal accounting controls. Additionally, as noted above, the Audit Committee oversees the Company’s cyber security program and receives updates on IT security/cyber risk and mitigation initiatives at least quarterly. The Audit Committee Report appears later in this proxy statement. A current copy of the written charter of the Audit Committee is available on the Company’s website atwww.genpt.com.

The current members of the Audit Committee are Wendy B. Needham (Chair), Mary B. Bullock, Elizabeth W. Camp, Gary P. Fayard, Donna W. Hyland, Robert C. Loudermilk, Jr. and E. Jenner Wood. All members of the Audit Committee are independent of the Company and management, as required by the New York Stock ExchangeNYSE listing standards and SEC requirements. The Board has determined that all members of the Audit Committee meet the financial literacy requirements of the NYSE corporate governance listing standards. During 2015,2018, the Audit Committee held fivesix meetings.

The Board of Directors has determined that Ms. Camp, Mr. Fayard, Ms. Hyland, Ms. Needham, and Mr. Wood meet the requirements adopted by the SEC for qualification as an “audit committee financial expert.” Ms. Camp currently oversees all aspects of business as President and CEO of a private investment and commercial real estate management company. She also has previous experience in accounting, tax, and legal matters as a tax attorney as well as extensive finance and accounting experience as a director for over 10 years of Synovus, serving as a current member and former chair of its Audit Committee. Mr. Fayard retired in 2014 as CFO of The Coca-Cola Company, where he held various financial leadership positions since joining the company in 1994. Previous to his role at Coca-Cola, he was a partner at a major public accounting firm. Mr. Fayard brings a wealth of financial, accounting, and auditing knowledge from his finance roles at Coca-Cola. Mr. Fayard also has served as Directordirector and audit committee member on numerousfor-profit andnot-for-profit boards, giving him direct exposure to the finance and accounting of a wide variety of businesses and industries. Ms. Hyland currently acts as the President and CEO of Children’s Healthcare of Atlanta and oversees all functions of the hospital, including its finances. As former CFO of the organization, Ms. Hyland gained significant experience with the details of the finance and accounting areas of the business. Her professional experience as well as her directorship at Cousins Properties and membershipchair of Cousins’ Audit Committee, as well as memberships ofon manynon-profit boards exposed her to a broad spectrum of finance and accounting issues in a variety of businesses and industries. Ms. Needham was formerly Managing Director, Global Automotive Research for Credit Suisse First Boston from August 2000 to June 2003. Prior to that, Ms. Needham was a Principal, Automotive Research for Donaldson, Lufkin & Jenrette for six years. In both of these positions, Ms. Needham actively reviewed financial statements and prepared various financial analyses and evaluations of such financial statements and related business operations. Mr. Wood isretired in 2016 as Corporate Executive Vice President of SunTrust Banks, Inc. and prior to that, he held the position of Chairman, President and Chief Executive Officer of the Atlanta Division of SunTrust Bank. Mr. Wood has direct insight and extensive experience with respect to financial issues and the financial services industry, including as it relates to the retail and business aspects of banking operations.industry.

Compensation, Nominating and Governance Committee.    The Compensation, Nominating and Governance Committee is responsible for (1) determining and evaluating the compensation of the Chief Executive Officer and other executive officers and key employees and approving and monitoring our executive compensation plans,

14				2019 Proxy Statement

Corporate Governance

policies, and programs, (2) identifying and evaluating potential nominees for election to the Board and recommending candidates for consideration by the Board and shareholders, (3) developing and recommending to the Board a set of Corporate Governance Guidelines, as well as periodically reevaluating those Corporate Governance Guidelines, and (4) overseeing the evaluation of the Board of Directors and management. The Committee also periodically reviews and evaluates the risk involved in the Company’s compensation policies and practices and the relationship of such policies and practices to the Company’s overall risk and management of that risk. The Committee has and may exercise the authority of the Board of Directors as specified by the Board and to the extent permitted under the Georgia Business Corporation Code, and the Committee has the authority to delegate its duties and responsibilities to subcommittees as it deems necessary and advisable. A brief description of the Committee’s policy regarding director candidates nominated by shareholders appears in “Director Nominating Process” above, and a full version can be found in the Company’sBy-Laws.

For 2015,2018, the Committee independently retained a compensation consultant, Meridian Compensation Partners, LLC, to assist it in its review of and deliberations regarding executive compensation practices, including the competitiveness of pay levels, design issues, market trends and technical considerations.

During the year, Meridian assisted the Committee with the development of competitive market data for executives and a related assessment of the Company’s executive compensation levels, a risk assessment of the Company’s incentive compensation, and also provided legislative and regulatory updates and guidance regarding reporting of executive compensation under the SEC’s proxy disclosure rules. Our Chairman and Chief Executive

Officer, with input from our Senior Vice President — Human Resources and Meridian, recommended to the Committee base salary, target bonus levels, actual bonus payouts and long-term incentive grants for our senior executives. The Committee considered, discussed, modified as appropriate, and took action on such proposals. The Committee has agreed that Meridian will play a similar role for 2016.2019.

The Compensation, Nominating and Governance Committee annually considers whether the work of any compensation consultant raised any conflict of interest. For 2015,2018, the Committee considered various factors, including the six factors mandated by SEC rules, and determined that with respect to executive and director compensation-related matters, no conflict of interest was raised by the work of Meridian. The Committee also considers the six independence factors mandated by SEC rules before engaging any other compensation advisers.

The current members of the Compensation, Nominating and Governance Committee are John D. Johns (Chair), P. Russell Hardin, John R. Holder, Gary W. Rollins and E. Jenner Wood. All members of the Compensation, Nominating and Governance Committee are independent of the Company and management, as required by the NYSE listing standards and the SEC. During 2015,2018, the Compensation, Nominating and Governance Committee held fourfive meetings. A current copy of the written charter of the Compensation, Nominating and Governance Committee is available on the Company’s website atwww.genpt.com.www.genpt.com.

		2019 Proxy Statement			15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of February 16, 2016,13, 2019, as to all persons or groups known to the Company to be beneficial owners of more than five percent of the outstanding Common Stock of the Company.

Title of Class		Name and Address of Beneficial Owner		Shares Beneficially     Owned				Percent of Class
Common Stock,     $1.00 par     value		The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355			13,188,093	(1)			8.7	%
Common Stock,     $1.00 par     value		Blackrock, Inc. 55 East 52nd Street New York, NY 10055			13,171,325	(2)			8.7	%
Common Stock,     $1.00 par     value		State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111			8,399,273	(3)			5.6	%

Title of Class		Name and Address of Beneficial Owner		Shares Beneficially Owned				Percent of Class
Common Stock, $1.00 par value		The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355		15,390,890(1)					10.5%
Common Stock, $1.00 par value		Blackrock, Inc. 55 East 52nd Street New York, NY 10055		14,536,577(2)					9.9%
Common Stock, $1.00 par value		State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111		8,466,883(3)					5.8%

(1)

This information is based upon information included in a Schedule 13G filed on February 10, 201611, 2019 by The Vanguard Group, Inc. The Vanguard Group, Inc. reports sole voting power with respect to 284,174169,719 shares, shared voting power with respect to 14,90040,095 shares, sole dispositive power with respect to 12,890,01715,184,212 shares and shared dispositive power with respect to 298,076206,678 shares. Vanguard further reported that (a) Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 235,926125,211 shares or .15%.08% of the Company’s common stock as a result of its serving as investment manager of collective trust accounts and (b) Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 110,398124,042 or .07%.08% of the Company’s common stock as a result of its serving as investment manager of Australian investment offerings.

 

(2)

This information is based upon information included in a Schedule 13G filed on February 10, 20164, 2019 by Blackrock, Inc. Blackrock, Inc. reports sole voting power with respect to 11,858,21413,003,056 shares and sole dispositive power with respect to all 13,171,32514,536,577 shares. According to the filing, the reported shares are held by Blackrock, Inc. through subsidiaries.

 

(3)

This information is based upon information included in a Schedule 13G filed on February 16, 201614, 2019 by State Street Corporation. State Street Corporation reports shared voting power with respect to 7,888,273 and shared dispositive power with respect to all 8,399,2738,465,491 shares. According to the filing, the reported shares are held by State Street Corporation through subsidiaries.

16				2019 Proxy Statement

SECURITY OWNERSHIP OF MANAGEMENT

Based on information provided to the Company by the named persons, set forth in the table below is information regarding the beneficial ownership of Common Stock of the Company held by the Company’s directors and nominees for director, the named executive officers (as defined in “Executive Compensation” below) and all directors, nominees for director and executive officers of the Company as a group as of February 16, 2016:13, 2019:

Name		Shares of Common Stock Beneficially Owned(1)				Percentage of Common  Stock Outstanding
Timothy P. Breen			21,068	(2)			*
Mary B. Bullock			22,702	(3)			*
Elizabeth W. Camp			500				*
Paul D. Donahue			112,526	(4)			*
Jean Douville			5,534	(5)			*
Gary P. Fayard			5,581	(6)			*
Thomas C. Gallagher			814,922	(7)			*
John R. Holder			15,216	(8)			*
Donna W. Hyland			182	(9)			*
John D. Johns			33,305	(10)			*
Robin C. Loudermilk			27,646	(11)			*
Wendy B. Needham			17,641	(12)			*
James R. Neill			3,125,419	(13)			2.0	%
Jerry W. Nix			172,603	(14)			*
Gary W. Rollins			50,765	(15)			*
Carol B. Yancey			3,169,422	(16)			2.1	%
E. Jenner Wood			5,243	(17)			*
Directors and Executive Officers as a Group (17 persons)			4,494,812	(18)			3.0	%

Director/Executive Officer		Shares of Common Stock Beneficially Owned(1)				Percentage of Common Stock Outstanding
Timothy P. Breen			37,005	(2)			*
Elizabeth W. Camp			6,818	(3)			*
Paul D. Donahue			162,318	(4)			*
Gary P. Fayard			15,033	(5)			*
Thomas C. Gallagher			857,293	(6)			*
P. Russell Hardin			3,408	(7)			*
John R. Holder			23,544	(8)			*
Donna W. Hyland			9,149	(9)			*
John D. Johns			43,070	(10)			*
Robin C. Loudermilk			36,839	(11)			*
Lee A. Maher			78,072	(12)			*
Wendy B. Needham			19,927	(13)			*
James R. Neill			3,131,148	(14)			2.1	%
E. Jenner Wood			12,376	(15)			*
Carol B. Yancey			3,195,968	(16)			2.2	%
Directors and Executive Officers as a Group (15 persons)			6,580,947	(17)			4.5	%

*	Less than 1%

 

(1)

Information relating to the beneficial ownership of Common Stock by directors and executive officers is based upon information furnished by each such individual using “beneficial ownership” concepts set forth in rules promulgated by the SEC. Except as indicated in other footnotes to this table, directors and executive officers possessed sole voting and investment power with respect to all shares set forth by their names. The table includes, in some instances, shares in which members of a director’s or executive officer’s immediate family or trusts or foundations established by them have a beneficial interest and as to which the director or executive officer disclaims beneficial ownership.

 

(2)

Includes 17,82936,905 shares subject to stock options and stock appreciation rights that are exercisable currently or within 60 days after February 16, 2016.13, 2019. Does not include 4,02912,124 restricted stock units that each represent a right to receive one share of Common Stock on the five-year anniversary of their original grant date.

(3)	Includes 6,318 restricted stock units that each represent a right to receive one share of Common Stock on the five-year anniversary of their original grant date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement.

(4)

Includes 88,210 shares subject to stock options and stock appreciation rights that are exercisable currently or within 60 days after February 13, 2019. Does not include 41,311 restricted stock units that each represent a right to receive one share of Common Stock on the five-year anniversary of their original grant date, subject to earlier settlement in certain events outside the control of Mr. Breen.Donahue.

 

(3)(5)

Includes (i) 10,81910,830 restricted stock units that each represent a right to receive one share of Common Stock on the five-year anniversary of their original grant date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement, and (ii) 7,3694,203 shares of Common Stock equivalents held in Ms. Bullock’sMr. Fayard’s stock account under the Directors’ Deferred Compensation Plan. See “Compensation of Directors.”

 

(4)(6)

Includes 52,226(i) 267,205 shares subject to stock options and stock appreciation rights that are exercisable currently or within 60 days after February 16, 2016.13, 2019, and (ii) 946 shares owned jointly by Mr. Gallagher and his wife. Does not include 24,86923,425 restricted stock units that were awarded to Mr. Gallagher when he was an employee of the Company that each represent a right to receive one share of Common Stock on the five-year anniversary of their original grant date, subject to earlier settlement in certain events outside the control of Mr. Donahue.

(5)

Includes 3,284 sharesGallagher but does include 2,046 restricted stock units that each represent a right to receive one share of Common Stock equivalents heldon the five-year anniversary of their original grant date, subject to earlier settlement in Mr. Douville’s stock account under the Directors’ Deferred Compensation Plan.certain events, including a termination of service as a director by reason of retirement.

 

(6)
		2019 Proxy Statement			17

Security Ownership of Management

(16)

Includes (i) 34,642 shares subject to stock options and stock appreciation rights that are exercisable currently or within 60 days after February 16, 2016.13, 2019. Does not include 14,85520,362 restricted stock units that each represent a right to receive one share of Common Stock on the five-year anniversary of their original grant date, subject to earlier settlement in certain events outside the control of Ms. Yancey. Also includes 2,016,931 shares held in trust for Company employees under the Company’s Pension Plan for which Ms. Yancey is one of six trustees and 1,088,532 shares held in a benefit fund for Company employees of which Ms. Yancey is one of four trustees. Also includes 599 shares owned by Ms. Yancey’s daughter. Ms. Yancey disclaims beneficial ownership to all shares owned by her daughter.

18				2019 Proxy Statement

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

In this section, an overview and analysis is provided of theour executive compensation programprograms and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. Later in this proxy statement under the heading “Additional Information Regarding Executive Compensation” you will find a series of tables containing specific information about the compensation earned or paid in 20152018 to the following individuals, whomwho are referred to as our named executive officers:

The discussion below is intended to explain the detailed information provided in those tables and put that information into context within the Company’s overall compensation program.

20152018 In Brief

During 2015,2018, the Compensation, Nominating and Governance Committee actions and ourpay-for-performance program operated such that compensation actually earned by executives reflected the performance of the Company and grants made were below market levels.Company. Highlights for 20152018 are as follows:

Performance

Long Term Incentive Program Change

Plan Payouts

As a result of the above and other performance results, 20152018 bonus payouts were generally above target and earning of performance-based restricted stock units were generallyslightly below target.

		2019 Proxy Statement			19

Compensation Discussion and Analysis

20152018 Pay Opportunities

In addition, we believe ourBest Practices

Our compensation programs reflect a “best practices” approach to pay and governance:

Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensation

At the 20152018 Annual Meeting of Shareholders, approximately 97%94% of the shares present and entitled to vote were cast in support of the compensation of the Company’s executive officers, as discussed and disclosed in the 20152018 Proxy Statement.

20				2019 Proxy Statement

Compensation Discussion and Analysis

In light of the strong shareholder support of the compensation paid to our executive officers evidenced by the results of this advisory vote, the Board and the Committee did not make any specific changes to our executive compensation program for 2016 in response to the vote. However, in continuing our “best practices” approach to executive compensation, beginning with 2015 grants, all long-term incentives are subject to “double trigger” vesting upon a change in control.2018. Future advisory votes on executive compensation will serve as an additional tool to guide the Board and the Committee in evaluating the alignment of the Company’s executive compensation program with the interests of the Company and its shareholders.

At the 2011 Annual Meeting of Shareholders, our shareholders expressed a preference that advisory votes on executive compensation occur once every year. Consistent with this preference, the Board implemented an annual advisory vote on executive compensation until the next required vote on the frequency of shareholder votes on the compensation of executive officers, which is scheduled to occur at the 2017 Annual Meeting.

Compensation Philosophy and Objectives

Our overall goal in compensating executive officers is to attract, retain and motivate key executives of superior ability who are critical to our future success. We believe that short-term and long-term incentive compensation opportunities provided to executive officers should be directly aligned with our performance, and our compensation is structured to ensure that a significant portion of executives’ compensation opportunities is directly related to achievement of financial and operational goals and other factors that impactincrease shareholder value.

Our compensation decisions with respect to executive officer salaries, annual incentives, and long-term incentive compensation opportunities are influenced by (a) the executive’s level of responsibility and function within the Company, (b) the overall performance and profitability of the Company, (c) our assessment of the competitive marketplace, including other peer companies, and (d) the economic environment. Our philosophy is to focus on total direct compensation opportunities through a mix of base salary, annual cash bonus and long-term incentives, including stock-based awards.

We also believe that the best way to directly align the interests of our executives with the interests of our shareholders is to make sure that our executives acquire and retain a significant level of stock ownership throughout their tenure with the Company. Our compensation program pursues this objective in two ways: through our equity-based long-term incentive awards and our stock ownership guidelines for our senior executives, as described in more detail below.

Overview of Executive Compensation Components

The Company’s executive compensation program consists of several compensation elements, as described in the table below.

		2019 Proxy Statement			21

Compensation Discussion and Analysis

Pay Element		Restricted Stock Units (RSUs): What •  Focus on the Pay Element isCompany’s stock price performance Designed to Reward •  Continued employment with the Company during a three year vesting period		ObjectiveThe combination of the PayRSUs and PRSUs provides a blended long-term focus on: •  Sustained stock price performance •  Achievement ofElementpre-tax profitability targets •  Executive ownership of our stock •  Executive retention in a challenging business environment and competitive labor market		Why We Choose to Pay Each Element Align executives’ interests with those of shareholders and enhance their retention
Retirement Benefits Plans are described in detail later in this proxy statement under the heading “Additional Information Regarding Executive Compensation”		Executives are eligible to participate in employee benefit plans available to all employees:employees as well as:   •  Tax Deferred Savings Plan: Rewards saving for retirement   •  Supplemental Retirement Plan (SRP): RewardsProvides executive retirement benefits and rewards executives for continued employment in the same manner as other employees		•  Tax Deferred Savings Plan: Provide a voluntarytax-deferred retirement savings vehicle for our executive officers   •  SRP: Make total retirement benefits for our executive officers commensurate with those available to our other employees as a percentage of pay		Treat executives in the same manner as other employees by making them “whole” on amounts they would have been entitled to receive under retirement plans had the plans not been limited by the IRS Code
Welfare Benefits		•  Executives participate in medical, health, life insurance and disability plans generally available to our employees   •  Continuation of welfare benefits may occur as part of severance upon certain terminations of employment		Provide health and welfare benefits to our employees that are competitive within the marketplace		These benefits are part of our broad-based total compensation program

22				2019 Proxy Statement

Compensation Discussion and Analysis

The use of these programs enables us to reinforce our pay for performance philosophy, as well as strengthen our ability to attract and retain highly qualified executives. We believe that this combination of programs provides an appropriate mix of fixed and variable pay, balances short-term operational performance with long-term shareholder value and encourages executive recruitment and retention.

Determination of Appropriate Pay Levels

Pay Philosophy and Competitive Standing

In general, we target totalevaluate the competitiveness of compensation opportunities for our executive officers at or underrelative to thesize-adjusted 50^th percentile of the market data, including salary, target annual bonus, and long-term incentive opportunities. We provide somewhat conservative base salaries, higher-than-market target bonus opportunities and lower-than-50^th percentile long-term incentives.data.

Determinations of one element of pay tend not to affect determinations of other pay elements.

We also design our incentive plans to pay more or less than the target amount when performance is above or below target performance levels. Thus, our plans are designed to result in payouts that are commensurate with the Company’s performance for that year or period.

For 2015,2018, with the assistance of the Committee’s compensation consultant, Meridian, Compensation Partners, LLC, we reviewed and analyzed competitive market data to be used as background for 20152018 pay decisions and to obtain a general understanding of current compensation practices. This data was referenced when targeting the positioning for compensation discussed above. Data sources included public company proxy statements, broad-based, published compensation surveys and a private total compensation database maintained by Aon Hewitt.

We compared compensation opportunities for our named executive officers with pay opportunities available to executive officers in comparable positions at similar companies (our “Comparison Group”). During 20152018 the Comparison Group included companies from industry segments in which we compete: automotive parts, industrial parts, specialty retail and office products. The Comparison Group companies used in 20152018 are shown below. While the companies are either larger or smaller than us, Meridian used various statistical techniques tosize-adjust the data to our revenue size. The list of companies below is reevaluated annually to take into account changes in our own operations, our size and our industry. ComparedChanges made for 2018 were the removal of Johnson Controls due to its merger with Tyco, Staples due to its privatization, and the prior year, one company was deleted (OfficeMaxaddition of Lear Corporation, Cummins Inc.). and Adient plc.

		2019 Proxy Statement			23

Compensation Discussion and Analysis

20152018 Base Salary

Our base salary levels reflect a combination of factors, including the pay posture discussed above, the executive’s experience and tenure, our overall annual budget for both pay increases andpre-tax profit, the executive’s individual performance and changes in responsibility. We review salary levels annually to recognize these factors.

The following base pay increases for 20152018 were effective on April 1, 2015; however, Mr. Breen’s base pay increase was effective on January 1, 2015. They were as follows:2018:

2015Mr. Donahue’s salary was increased to get him more in line with the market.

2018 Annual Incentive Plan

Our Annual Incentive Planannual incentive plan (the “Annual Incentive Plan”) provides our executive officers with an opportunity to earn annual cash bonuses based on our achievement of certainpre-established performance goals. The Compensation, Nominating and Governance Committee sets target bonus opportunities for each named executive officer to be earned based on achievement of such goals. Similar to the process for setting base salaries, we consider a combination of factors in establishing the annual target bonus opportunities for our named executive officers. Target bonus opportunities for 2018 were set as a percentage of each named executive officer’s base salary, as follows: Mr. Donahue, 130%; Ms. Yancey, 110%; Mr. Breen, 100%; Mr. Maher, 100% and Mr. Neill, 85%.

For 2018, we utilized generally the same performance metrics as in 2017, with an emphasis onpre-tax profit, together with working capital improvements and, with respect to our named executive officers with specific operational responsibilities, sales and inventory turnover metrics. We set the profit goals for 20152018 bonus opportunities at levels that are intended to be challenging yet achievable, and reflect better than average growth within our competitive industry. Goals are set for pre-tax profit, along with revenue, expense control

24				2019 Proxy Statement

Compensation Discussion and asset management for certain executives with specific operational responsibilities.Analysis

The Compensation, Nominating and Governance Committee sets target bonus opportunities for each named executive officer to be earned based on achievement of such goals. Target bonus opportunities for 2015 were set as a percentage of each named executive officer’s base salary, as follows: Mr. Gallagher, 192%; Mr. Donahue, 115%; Ms. Yancey, 105%; Mr. Breen, 100% and Mr. Neill, 85%.

The performance goals on which each executive officer’s 2015officer���s 2018 bonus opportunity is determined variesvary depending on the individual’s role in the company.Company. Performance criteria and relative weights for 20152018 are shown below for each executive. The combination of goals for each executive is intended to have a strong correlation with shareholder value. Goals for Corporate, Automotive and Industrial Products are each set based upon (i) prior year performance by store, branch, or distribution center; (ii) the overall economic outlook of the region served by a particular store, branch, or distribution center; and (iii) specific market conditions.

Performance Goal		2015 Weight of Goal by Executive
		Gallagher Yancey Neill				Donahue(1)				Breen(2)
Corporate Pre-tax profit			100	%			50	%
Automotive
Pre-tax profit							50	%
Industrial Products
Pre-tax profit											45	%
Sales											25	%
Inventory growth vs. sales growth											10	%
Accounts receivable growth vs. sales growth											10	%
Expense control vs. gross profit growth											10	%
Total			100	%			100	%			100	%

Performance Goal		2018 Weight of Goal by Executive
		Donahue Yancey Neill(1)				Breen(2)				Maher(3)
Pre-tax profit			80	%			50	%			50%
Sales							30	%			30%
Working capital improvement			20	%			10	%			10%
Inventory turnover							10	%			10%
Total			100	%			100	%			100%

(1)	For Mr.Messrs. Donahue Automotive consists ofand Neill and Ms. Yancey, the sum of U.S. Automotive Parts Group, GPC Asia Pacific, Altrom Group, Rayloc, Balkamp, Grupo Auto Todo, NAPA Mexico, UAP and Heavy Vehicle Parts Group.performance goals related to the overall Company.

 

(2)	For Mr. Breen, the performance goals related to the Industrial Products Group, which consists of the sum of Motion Industries, and EIS Inc., a wholly owned subsidiary of the Company, including its electrical specialties group.

(3)	For Mr. Maher, the performance goals related to the U.S. Automotive Parts Group.

The ranges of bonus payout possibilities for the variouspre-tax profit goals and the U.S. Automotive and Industrial Products sales and other goals are shown below. Straight-line interpolation is used between data points. The 20152018 Corporatepre-tax profit goal was $1,157,861,000.$1,139,038,000.

 

Pre-Tax Profit (Corporate, Automotive, or Industrial Products) as a % of Quota		% of Target Bonus Earned		Mr. Breen: Industrial Products Sales as a % of Quota		% of Target Bonus Earned
Pre-Tax Profit (Corporate, U.S. Automotive, or Industrial Products) as a % of Performance Goal								% of Target Bonus Earned		Sales as a % of Performance Goal		% of                   Target                    Bonus                    Earned
Below 75%		—%		Below 95%		—%		—%		Below 95%		—%
75%		45%		95%		15%		45%		95%		15%
100%		100%		100%		100%		100%		100%		100%
110% or above		175%		105% or above		150%		175%		105% or above		150%

ForIn addition, for Mr. Breen, bonus opportunity was provided for attainment of inventory accounts receivable,turnover, and expense control goals,working capital improvement, with a goal of various levels of improvement versus the prior year. Bonus opportunity was provided from 50% of target to 150% of target based on the achievement of the various levels of improvement.

For 2015,Mr. Maher, bonus opportunity was provided for attainment of inventory turnover and working capital improvement goals, with a goal of various levels of improvement versus the prior year. Bonus opportunity for inventory turnover was provided from 15% of target to 150% of target based on the achievement of the various levels of improvement, and for working capital improvement goals, 50% of target to 150% of target based on the achievement of improvement.

For 2018, the Company’spre-tax profit was $1,123,681,000$1,111,717,000, representing 97%97.6% of the target level set for executive officer incentive bonuses, and working capital improvement performance was improved 10%, representing 150% of the target level set for the executive officer incentive bonuses resulting in bonus payments equal to 94%105.8% of the total target bonus opportunity for Mr. Gallagher,Donahue, Ms. Yancey and Mr. Neill.

As noted above, the Compensation, Nominating and Governance Committee approved a full-year actual bonus payout of Mr. Donahue’sBreen’s program to his spouse, following his death in August 2018.

Mr. Maher’s program produced a bonus payment equal to 94% of target based on the Company’s pre-tax profit performance of 97% of target and on Automotive Group pre-tax profit performance of 98% of target.

Mr. Breen’s program produced a bonus payment equal to 41%74% of target earned based on Industrial ProductsU.S. Automotive Parts Group performance. That Group’spre-tax profit was 86%90% of target, while its sales performance was 93%98% of target. Additional goals pertaining to accounts receivable were met; however, goalsThe additional goal pertaining to inventory turnover was partially met while working capital improvement goal was exceeded.

		2019 Proxy Statement			25

Compensation Discussion and expense control were not met.Analysis

In developing

Except for Mr. Breen’s payout, when calculating the payout figures, formulas were applied strictly. The Committee did not exercise discretion to increase or decrease 20152018 bonus payments for the named executive officers.

For additional information about the Annual Incentive Plan, please refer to the “Grants of Plan-Based Awards” table, which shows the threshold, target and maximum bonus amounts payable under the plan for 2015,2018, and the Summary Compensation Table, which shows the actual amount of bonuses paid under the plan to our named executive officers for 2015.2018.

20152018 Long-Term Incentives

During 2015,2018, the Compensation, Nominating and Governance Committee granted long-term equity-based incentive compensation to our executive officers in the form of Stock Appreciation Rights (“SARs”) and Performance Restricted Stock Units (“PRSUs”) and Restricted Stock Units (“RSUs”). These grants align executive performance and achievement with shareholder interests.

The sizes of grants to individual named executive officers were subjectively determined by considering the following factors:

Comparison to market data suggests that the value of the 2015 SARs2018 PRSUs and PRSUsRSUs awarded to our named executive officers was less than a 50^th percentile grantbelow the median relative to our Comparison Group. Grants in 20152018 were weighted approximately 25% SARs67% PRSUs and 75% PRSUs.33% RSUs.

Mr. Gallagher, Ms. Yancey and Mr. NeillAll NEOs earned 85%88% of their PRSUs in 2015,2018, based on the Company’s actual 2015 2018pre-tax profit of $1,123,681,000,$1,111,717,000, which represented 97%97.6% of the Company’spre-tax profit goal of $1,157,861,000.$1,139,038,000. As discussed above, Mr. DonahueBreen earned 87%100% of his PRSUs in 2015, based on a 98% level2018, which vested immediately effective with his date of achievement of the 2015 pre-tax profit goals for the Automotive divisionpassing in August 2018.

26				2019 Proxy Statement

Compensation Discussion and 97% for the total Company. Mr. Breen earned 0% of his PRSUs in 2015, based on an 86% achievement of the 2015 pre-tax profit goal for the Industrial Products Group.Analysis

Please refer to the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at FiscalYear-End” tables and the related footnotes for additional information about long-term stock awards.

Change in Control Arrangements

The Company believes that severanceSeverance protections, particularly in the context of a change in control transaction, can play a valuable role in attracting and retaining key executive officers. Accordingly, the Company has entered into change in control agreements with each of the named executive officers. Information regarding these agreements and the benefits they provide is included in the Post Termination Payments and Benefits section of this Proxy Statement.

The Compensation, Nominating and Governance Committee evaluates the level of severance benefits to each such officer on acase-by-case basis, and in general, we consider these severance protections an important part of our executives’ compensation and consistent with competitive practices.

We believe that theThe potential occurrence of a change in control transaction would create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage our senior executive officers to remain employed with the Company during an important time when their prospects for continued employment are often uncertain, we provide our executive officers with severance benefits if the executive’s employment is terminated by the Company without cause“cause” or by the executive for “good reason” in connection with a change in control. Because we believe that a termination by the executive for good reason may be conceptually the same as a termination by the Company without cause, and because we believe that in the context of a change in control, potential acquirers would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance, we believe it is appropriate to provide severance benefits in these circumstances.

The change-in-controlchange in control agreements with our executives were amended in 2014 to eliminate alldo not provide for any taxgross-ups with respect to excise taxes under Internal Revenue Code Section 4999 that may be due on such payments. In addition, the Company has in the past grossed-up additional SRP amounts for FICA taxes in the event of a change in control. The SRP was amended and restated January 1, 2009 to provide that no employees may commence participation in the plan on or after that date. As such, there are no further gross-ups other than to those individuals participating in the SRP prior to the January 1, 2009 freezing of the plan.

Factors Considered in Decisions to Materially Increase or Decrease Compensation

Market data, individual performance, retention needs and internal pay equity have been the primary factors considered in decisions to adjust compensation materially. We do not target any particular weight for base salary, annual bonus and long-term incentive as a percent of total direct compensation. We tend to follow market practice in allocating between the various forms of compensation, but with greater emphasis on performance-based incentive bonus opportunities because doing so results in pay opportunity that is heavily performance-based, as shown below, and results in compensation that is directly aligned with Company performance, is market-competitive and allows us to attract and retain competent executives.

		2019 Proxy Statement			27

2015 Performance-BasedCompensation Discussion and Analysis

2018 Variable versus Fixed Compensation:

The following table showscharts show the allocation of each Executive’sthe CEO and NEOs base salary and short-term and long-term incentive compensation opportunities between fixed and performance-based compensation (at the target levels).

Name		Fixed Compensation		Performance-Based Compensation
Gallagher		22%		78%
Donahue		29%		71%
Yancey		30%		70%
Breen		34%		66%
Neill		39%		61%

20152018 Short-Term versus Long-Term Incentive Compensation:

The following table shows the allocation between each Executive’s target short-term and long-term incentive compensation opportunities (each at the target level) as a percentage of each Executive’s base salary.

 

Name		Short-Term Incentive Opportunity		Long-Term Incentive Opportunity		Short-Term Incentive Opportunity				Long-Term Incentive Opportunity
Gallagher		192%		155%
Donahue		115%		129%			130	%			164	%
Yancey		105%		126%			110	%			138	%
Breen		100%		90%			100	%			106	%
Maher							100	%			97	%
Neill		85%		73%			85	%			86	%

Timing of Compensation

Base salary adjustments, annual incentive plan opportunities, and SAR/PRSUPRSU/RSU grants were approved at the March 27, 20152018 meeting of the Compensation, Nominating and Governance Committee. TheseThe compensation adjustments and awards were all effective April 1, 2015. We do not coordinate2018, and the timing of equity awardPRSU and RSU grants with the release of material non-public information. The exercise price for SARs is established at the fair market value of the closing price of our stock on thewere effective date of the grant (AprilMay 1, 2015).

2018.

Stock Ownership Guidelines

We have adopted stock ownership guidelines for the named executive officers identified above and for other key executives designated by the Compensation, Nominating and Governance Committee. The ownership guidelines are reviewed at least annually by the Compensation, Nominating and Governance Committee, which also has the authority to evaluate whether exceptions should be made for any executive on whom the guidelines would

28				2019 Proxy Statement

Compensation Discussion and Analysis

impose a financial hardship. The current guidelines as determined by the Committee include: (i) CEO — ownership equal to seven times prior year’s salary; (ii) Named Executive Officers — ownership equal to three times prior year’s salary; and (ii) other covered executives(iii) Corporate Senior Vice Presidents and Subsidiary Presidents — ownership equal to one to three times the prior year’s salary.

The covered executives have a period of five years in which to satisfy the guidelines from the date of appointment to a qualifying position. Shares counted toward this requirement will be based on shares beneficially owned by such executive (as beneficial ownership is defined by the SEC’s rules and regulations) including PRSUs, but excluding unexercised options and measured against the averageyear-end stock price for the preceding three fiscal years. The guidelines also call for the covered executive to retain 50% of the net shares obtained through the exercise of options or when a restricted stock award vests for at least six months. The covered executives are encouraged to retain stock ownership per the guidelines for a period of six months following the date of retirement.

Impact of Accounting and Tax Treatments of Compensation

The accounting and tax treatment of compensation generally has not been a factor in determining the amounts of compensation for our executive officers. However, the Committee and management have considered the accounting and tax impact of various program designs to balance the potential cost to the Company with the benefit/value to the executive.

With regardCode 162(m) places a limit of $1 million on the amount of compensation that a company may deduct in any year with respect to IRS Code Section 162(m), itcertain executive officers. It is the Committee’s intent to maximize deductibility of executive compensation while retaining some discretion needed to compensate executives in a manner commensurate with performance and the competitive landscape for executive talent. The Annual2015 Incentive Plan has beenwas approved by shareholders and is designed to qualify as “performance-based” to be fully deductible by the Company. The 2006 Long-Term Incentive Plan and the 2015 Incentive Plan are approved by shareholders and permitpermits the award of stock options, SARs and other performance-based equity awards that are intended to be fully deductible as “performance based” compensation under Code Section 162(m). The exemption from Code Section 162(m)‘s deduction limit for performance-based compensation, however, has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

Clawback ProvisionProvisions

Since 2010, theThe Company has had a clawback provisionprovisions in its Annual Incentive Plan.program and its Long Term Incentive program. If at any time after payment of an executive’s bonus or after performance units are earned, the Company and its auditors determine that it was calculated on financial results that subsequently were restated or were otherwise based on incorrect data, the executive may be required to repay or relinquish the unearned portion to the Company upon notice from the Company. Outside of the U.S., clawback provisions are subject to local law.

Role of Executive Officers in Determining Compensation

Our Chairman and Chief Executive Officer, with input from our Senior Vice President — Human Resources, recommendsrecommend to the Compensation, Nominating, and Governance Committee base salary, target bonus levels, actual bonus payouts and long-term incentive grants for our senior officer group (other than himself)themselves). Mr. GallagherDonahue makes these recommendations to the Committee based on data and analysis provided by our independent compensation consultant and qualitative judgments regarding individual performance. Mr. GallagherDonahue is not involved with any aspect of determining his own compensation.

		2019 Proxy Statement			29

ADDITIONAL INFORMATION REGARDING EXECUTIVE COMPENSATION

20152018 SUMMARY COMPENSATION TABLE

Name and Principal Position		Year				Salary($)				Stock Awards ($)(1)				Option Awards ($)(1)				Non-Equity Incentive Plan Compensation ($)(2)				Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(3)				All Other Compensation ($)(4)				Total ($)
Thomas C. Gallagher			2015				1,124,750				1,318,906				439,504				2,034,213				1,195,940				97,321				6,210,634
Chairman and Chief			2014				1,091,750				1,315,020				443,362				2,182,916				4,974,776				122,987				10,130,811
Executive Officer			2013				1,059,250				1,041,120				385,152				1,868,431				253,762				79,382				4,687,097
Paul D. Donahue			2015				650,000				640,415				213,462				715,957				58,822				47,935				2,326,591
President of the			2014				612,000				637,980				216,174				698,836				506,462				52,558				2,724,010
Company			2013				581,000				501,280				192,576				512,661				197,627				34,881				2,020,025
Carol B. Yancey			2015				462,500				445,446				148,530				461,450				140,394				13,000				1,671,320
Executive Vice President and			2014				430,000				442,680				151,459				454,774				345,275				13,000				1,837,188
Chief Financial Officer			2013				383,833				385,600				101,356				364,821				17,651				12,750				1,266,011
Timothy P. Breen			2015				444,000				300,023				99,967				180,147				62,969				13,000				1,100,106
President & Chief Executive
Officer Motion Industries
James R. Neill			2015				307,500				170,196				56,747				246,387				103,297				13,000				897,127
Senior Vice President —			2014				287,500				169,260				57,830				263,562				272,171				13,000				1,063,323
Human Resources

Name and Principal Position		Year				Salary($)				Stock Awards ($)(1)				Option Awards ($)(1)				Non-Equity Incentive Plan Compensation ($)(2)				Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(3)				All Other Compensation ($)(4)				Total ($)
Paul D. Donahue			2018				1,083,750				1,800,204				—				1,512,597				830,499				73,279				5,300,329
President & Chief			2017				1,001,250				1,125,185				375,023				1,144,036				1,181,237				92,755				4,919,486
Executive Officer			2016				840,000				800,253				266,814				1,080,566				847,754				121,982				3,957,369
Carol B. Yancey			2018				562,500				784,375				—				661,100				124,139				13,750				2,145,864
Executive Vice President &			2017				539,500				490,095				163,413				510,161				621,101				13,000				2,337,270
Chief Financial Officer			2016				507,500				445,748				148,553				572,300				546,071				13,250				2,233,422
Timothy P. Breen			2018				337,164				528,089				—				684,963				436,009				13,750				1,999,975
President & Chief Executive			2017				471,250				330,193				110,007				643,085				387,398				13,000				1,954,933
Officer			2016				456,000				300,157				100,004				282,144				297,084				13,250				1,448,639
Motion Industries
Lee A. Maher			2018				540,667				528,089				—				401,906				128,137				13,750				1,612,549
Executive Vice President			2017				523,750				330,193				110,007				297,941				425,555				13,000				1,700,446
U.S. Automotive Parts Group			2016				489,670				300,157				100,004				169,795				551,734				13,250				1,624,610
James R. Neill			2018				345,125				299,295				—				313,414				103,600				13,750				1,075,184
Senior Vice President —			2017				331,750				187,004				62,365				242,326				249,117				13,000				1,085,562
Human Resources			2016				319,000				170,023				56,730				273,843				203,769				13,250				1,036,615

(1)

Represents the aggregate grant date fair value of awards determined in accordance with FASB ASC Topic 718. Grant date fair value for restricted stock units (“RSUs”) reflected in the Stock Awards column is based on the grant date fair value of the underlying shares. Grant date fair value for performance-based restricted stock units (“PRSUs”) reflected in the Stock Awards column is based on the grant date fair value of the underlying shares and the probable outcome of performance-based vesting conditions, excluding the effect of estimated forfeitures. Grant date fair value for stock appreciation rights (“SARs”) reflected in the Option Awards column is based on the Black-Scholes option pricing model. The actual value, if any, that a named executive officer may realize upon exercise of SARs will depend on the excess of the stock price over the base value on the date of exercise, so there is no assurance that the value realized by a named executive officer will be at or near the value estimated by the Black-Scholes model. The assumptions used in determining the grant date fair values of the SARs are set forth in the notes to the Company’s consolidated financial statements, which are included in our Annual Report on Form10-K for the year ended December 31, 20152018 filed with the SEC.

 

(2)	Reflects the value of cash incentive bonuses earned under our Annual Incentive Plan.

 

(3)	Reflects the increase during 20152018 in actuarial present values of each executive officer’s accumulated benefits under our Pension Plan and our Supplemental Retirement Plan, and with respect to Mr. Gallagher, our Original Deferred Compensation Plan.

 

(4)

Amounts reflected in this column for 20152018 include 401(k) matching contributions in the amount of $13,000$13,750 for each named executive officer. The amount shown for Mr. Gallagher also includes his personal use of company aircraft ($77,370) and club membership dues ($6,951). The amount shown for Mr. Donahue also includes his personal use of the company aircraft ($34,935)52,078) and club membership dues ($7,451). The incremental cost to the Company of the personal use of company aircraft is calculated based on the average variable operating costs to the Company. Variable operating costs include fuel costs, mileage, maintenance, crew travel expenses, catering and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of miles the Company aircraft flew to derive an average variable cost per mile. This average variable cost per mile is then multiplied by the miles flown for personal use to derive the incremental cost. The fixed costs that do not change based on usage, such as pilot salaries, the lease costs of the company aircraft, hangar expense for the home hangar, and general taxes and insurance are excluded from the incremental cost calculation. When Company aircraft is being used for mixed business and personal use, only the incremental cost of the personal use is included, such ason-board catering or other charges attributable to an extra

passenger traveling for personal reasons on an aircraft being primarily used for a business trip. The Board of Directors mandates that the Company’s Chief Executive Officer use corporate aircraft for personal travel to accommodate security, availability and efficiency concerns. The Company does not provide tax reimbursements with respect to any perquisites to executive officers.

20152018 CEO PAY RATIO

As required by item 402(u) of RegulationS-K, the Compensation, Nominating, and Governance Committee reviewed a comparison of our CEO’s annual total compensation in fiscal year 2018 to that of our median employee, which we identified in 2017. We identified our median employee by examining 2017 Box 1W-2 and foreign equivalent taxable income amounts for all individuals, excluding our CEO, who were employed by us on December 31, 2017 whether on a full-time, part-time, or seasonal basis. As permitted by disclosure rules, we omitted approximately 7,000 employees that were added to the Company through acquisitions during 2017. We

30				2019 Proxy Statement

Additional Information Regarding Executive Compensation

did not annualize the compensation for any full-time employees that were not employed by us for all of 2017. We applied a foreign currency to U.S. dollar exchange rate to the compensation paid in foreign currency. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2018 Summary Compensation Table above.

As permitted by the regulation, we are using the same median employee for 2018. After performing an analysis of our employee population after 2017 mergers and acquisitions activity was taken into account, we concluded that there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure.

For fiscal year 2018, the annual total compensation for our CEO was $5,300,329 as noted in the table above and for our median employee it was $38,485. The resulting ratio of our CEO’s pay to the pay of our median employee for fiscal year 2018 is 138 to 1.

2018 GRANTS OF PLAN-BASED AWARDS