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GPC Genuine Parts


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

April 28, 2020
Date of Report (date of earliest event reported)

GENUINE PARTS COMPANY
(Exact name of registrant as specified in its charter)

GA001-0569058-0254510
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
2999 WILDWOOD PARKWAY, 
ATLANTA,GA30339
(Address of principal executive offices) (Zip Code)

(678) 934-5000
Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CF.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par value per shareGPCNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2020 Annual Meeting of Shareholders of Genuine Parts Company (the "Company") was held on April 27, 2020. At the Annual Meeting, the Company’s shareholders (1) elected each of the persons listed to serve as a director of the Company with terms to expire at the 2021 Annual Meeting; (2) approved on an advisory basis, the compensation of the Company's named executive officers, including the Company's compensation practices and principles and their implementation; (3) ratified the selection of Ernst & Young LLP as independent auditors of the Company for 2020; and (4) approved on an advisory basis, the shareholder proposal regarding human capital management disclosures.

The results of the vote of the Company's shareholders for each proposal:

Proposal 1: Election of Directors.
NameFor VotesWithheld VotesBroker Non-Votes
Elizabeth W. Camp118,532,215  454,025  12,831,556  
Richard Cox, Jr.118,254,973  731,267  12,831,556  
Paul D. Donahue112,904,997  6,081,243  12,831,556  
Gary P. Fayard118,251,479  734,761  12,831,556  
P. Russel Hardin118,048,339  937,901  12,831,556  
John R. Holder117,994,520  991,720  12,831,556  
Donna W. Hyland118,527,017  459,223  12,831,556  
John D. Johns113,805,490  5,180,750  12,831,556  
Jean-Jacques Lafont117,502,729  1,483,511  12,831,556  
Robert C. “Robin” Loudermilk, Jr.117,755,440  1,230,800  12,831,556  
Wendy B. Needham114,834,162  4,152,079  12,831,556  
E. Jenner Wood III118,022,237  964,003  12,831,556  

Proposal 2: Advisory Vote on Executive Compensation.
The shareholders approved the compensation of the Company’s executive officers, including the Company’s compensation practices and principles and their implementation. The holders of 113,439,609 shares of Common Stock voted in favor of the proposal, holders of 5,047,675 shares voted against, holders of 498,956 shares abstained, and there were 12,831,556 broker non-votes.

Proposal 3: Ratification of Selection of Independent Auditors.
The shareholders ratified the selection of Ernst & Young LLP as independent auditors of the Company for 2020. The holders of 127,078,581 shares of Common Stock voted in favor of the ratification, holders of 4,531,135 shares voted against, holders of 208,080 shares abstained, and there were 0 broker non-votes.

Proposal 4: Advisory Vote on Shareholder Proposal Regarding Human Capital Management Disclosure.
The shareholders approved the shareholder proposal regarding human capital management disclosure. The holders of 88,584,088 shares of Common Stock voted in favor of the proposal, holders of 23,437,986 shares voted against, holders of 6,963,594 shares abstained, and there were 12,831,556 broker non-votes.

Item 8.01 Other Events.

On April 27, 2020, the Company issued a press release announcing changes to its Board of Directors, which press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit NumberDescription
99.1  
104  The cover page from this current report on Form 8-K, formatted in inline XBRL



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
  Genuine Parts Company
      
April 28, 2020 By: /s/ Carol B. Yancey
    
    Name: Carol B. Yancey
    Title: Executive Vice President and CFO