Genuine Parts Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$GPC
Automotive Aftermarket
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 1.01 Entry into a Material Definitive Agreement.
On April 28, 2026, Genuine Parts Company (the "Company") entered into a seventh amendment (the "Seventh Amendment") to its existing Syndicated Facility Agreement, dated October 30, 2020, by and among the Company, UAP, Inc., certain designated Company subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, domestic swing line lender and L/C issuer, JPMorgan Chase Bank, N.A., acting through its Toronto Branch, as Canadian swing line lender and the other lenders and L/C issuers from time to time party thereto.
The primary purpose of the Seventh Amendment was to establish an Initial Term Loan A Facility in an aggregate principal amount of $500 million and a Delayed Draw Term Loan Facility in an aggregate principal amount of $500 million (together, “the Term Loan A Facilities”).
The interest rate applicable to borrowings under the Term Loan A Facilities is equal to (i) SOFR plus a margin of 0.875% to 1.500% or (ii) a base rate plus a margin of 0.000% to 0.500%, in each case, based on the Company’s credit rating for its senior unsecured indebtedness. The Term Loan A Facilities have a maturity date of October 28, 2027.
The foregoing summary of the Seventh Amendment does not purport to be complete and is qualified by reference to the full text of the Seventh Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2026, the Company held its 2026 Annual Meeting of Shareholders to: (1) elect each of the nominees to serve as directors of the Company with terms to expire at the 2027 Annual Meeting of Shareholders; (2) approve, on an advisory basis, the compensation of the Company’s named executive officers, and (3) ratify the selection of Ernst & Young LLP as independent auditors of the Company for fiscal 2026.
The results of the vote of the Company's shareholders for each proposal are provided below:
Proposal 1: The following nominees were elected to serve as members of the Company's Board of Directors until the 2027 Annual Meeting of Shareholders:
Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Matthew Carey | 107,403,006 | 464,190 | 1,502,158 | 12,261,398 | ||||||||||||||||||||||
| Court Carruthers | 107,376,297 | 488,730 | 1,504,327 | 12,261,398 | ||||||||||||||||||||||
Richard Cox, Jr. | 106,473,381 | 1,925,158 | 970,815 | 12,261,398 | ||||||||||||||||||||||
P. Russell Hardin | 106,035,208 | 2,427,942 | 906,204 | 12,261,398 | ||||||||||||||||||||||
Donna W. Hyland | 106,039,551 | 2,429,811 | 899,992 | 12,261,398 | ||||||||||||||||||||||
| Jean-Jacques Lafont | 107,547,850 | 913,824 | 907,680 | 12,261,398 | ||||||||||||||||||||||
| Juliette W. Pryor | 102,755,880 | 5,714,455 | 899,019 | 12,261,398 | ||||||||||||||||||||||
| Darren Rebelez | 107,273,215 | 1,191,207 | 904,932 | 12,261,398 | ||||||||||||||||||||||
| Laurie Schupmann | 107,039,363 | 837,234 | 1,492,757 | 12,261,398 | ||||||||||||||||||||||
| William P. Stengel, II | 105,296,266 | 3,164,720 | 908,368 | 12,261,398 | ||||||||||||||||||||||
Chuck K. Stevens, III | 106,307,720 | 2,137,386 | 924,248 | 12,261,398 | ||||||||||||||||||||||
Proposal 2: An advisory vote on the compensation of the Company's named executive officers was approved.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 102,780,206 | 4,831,509 | 1,757,639 | 12,261,398 | |||||||||||||||||
Proposal 3: The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026 was ratified.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 116,137,797 | 5,235,664 | 257,291 | — | |||||||||||||||||
Item 8.01 Other Events
On April 27, 2026, the Board of Directors of the Company declared a regular quarterly cash dividend of one dollar and six and one quarter cents ($1.0625) per share on the Company’s common stock. The dividend is payable on July 2, 2026 to shareholders of record on June 5, 2026.
A copy of the press release announcing the dividend declaration is furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 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 | ||||||||||||||
| Date: April 28, 2026 | By: | /s/ Bert Nappier | ||||||||||||
| Name: Bert Nappier | ||||||||||||||
| Title: Executive Vice President and CFO | ||||||||||||||