gpc-20240229

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

(Amendment No. )

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Genuine Parts Company

(Name of Registrant as Specified in Its Charter)

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DEAR SHAREHOLDERS: GPC Logo.jpg

At Genuine Parts Company ("GPC"), we are a global service organization engaged in the distribution of automotive and industrial replacement parts that embodies our purpose: We Keep the World Moving.

We are proud of how our teams have shown resilience and navigated the volatility of recent years, and continue to provide outstanding service to our customers. In 2023, we continued to execute on our strategic priorities, generate profitable growth and strong cash flow and maintained a disciplined approach to capital allocation while continuing to invest in our sustainability initiatives to strengthen our business.

During 2023, we returned approximately $788 million to our shareholders in the form of dividends and share repurchases. And earlier this year, our board approved a 5.3% increase to our dividend, which represents the 68th consecutive year of increasing the GPC dividend. Our board remained focused on overseeing the execution of our One GPC strategy and monitoring progress on our key initiatives. These priorities were instrumental in our performance in 2023 and the creation of continued long-term value for our shareholders.

Our board has actively focused on aligning its strengths with the evolving business landscape. In 2023, we welcomed Darren Rebelez as a new independent director of the company. Mr. Rebelez brings valuable expertise in operations, marketing and merchandising, and his addition enhances the experience and diversity of our board. We also want to express our gratitude to Mr. E. Jenner Wood, who will retire from our board in April 2024, for his nearly ten years of service to GPC. As Mr. Wood retires, we intend to nominate Charles "Chuck" K. Stevens, III, a financial expert with significant experience in the automotive industry, to join our board.

In terms of leadership changes, Kevin Herron retired as President, U.S. Automotive Group, after 34 years of service. In conjunction with his retirement, Randy Breaux was promoted to Group President, GPC North America, effective July 1, 2023, further reinforcing our One GPC team approach.

We remain committed to our environmental and social responsibility initiatives, believing that investing in sustainability strengthens our business and creates long-term shareholder value. We invite you to visit the sustainability page on GPC's website to learn more about our company-wide commitment to these initiatives.

Despite a dynamic macroeconomic environment, we continue to see significant opportunity for profitable growth. We will stay focused on our strategic initiatives which, we believe, will deliver value for our customers and stakeholders. The engagement of our board with management continues to be instrumental in shaping our investment priorities and the strategic direction for GPC.

We invite you to join us for our virtual 2024 Annual Meeting of Shareholders on Monday, April 29, 2024. Details about the meeting, including the matters to be voted on, can be found in the Notice of 2024 Annual Meeting of Shareholders and Proxy Statement. The meeting will include a report on our performance and operations, as well as a question-and-answer session.

On behalf of our more than 60,000 teammates and our board, we extend our sincere gratitude for your ongoing support of Genuine Parts Company. We value our stakeholders, including our teammates, customers, suppliers, shareholders and the communities in which we operate, and we remain committed to delivering value and making a positive impact.

GPC (Genuine Parts Company) (DEF 14A) 2023-03-03 jj sign.jpg

Paul D. Donahue

John D. Johns

Chairman and CEO

Lead Independent Director

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GENUINE PARTS COMPANY

2999 Wildwood Parkway

Atlanta, Georgia 30339


NOTICE OF THE 2024 ANNUAL MEETING OF SHAREHOLDERS

April 29, 2024

TO THE SHAREHOLDERS OF GENUINE PARTS COMPANY:

The 2024 Annual Meeting of Shareholders of Genuine Parts Company, a Georgia corporation, will be held virtually on Monday, April 29, 2024, at 10:00 a.m. eastern time, for the following purposes:

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

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

(3) To approve an amendment to the Genuine Parts Company 2015 Incentive Plan to extend its term;

(4) To ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024; and

(5) To act upon such other matters that may properly come before the meeting or any reconvened meeting following any adjournment thereof.

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 21, 2024 will be entitled to vote at the meeting. The live audio webcast of the Annual Meeting will begin promptly at 10:00 a.m. eastern time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting. We encourage you to access the meeting in advance of the designated start time.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 29, 2024.

We are pleased to announce that we are delivering your proxy materials for the 2024 Annual Meeting of Shareholders via the Internet. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a letter to our shareholders notifying them that these materials are available on the Internet and how these materials may be accessed. This letter, which we refer to as our “Notice and Access Letter,” will be mailed to our shareholders on or about March 1, 2024.

Our Notice and Access Letter will instruct you on how to access and review our proxy statement for the 2024 Annual Meeting of Shareholders and our annual report for the fiscal year ended December 31, 2023. It will instruct you on how you may vote your proxy via the Internet, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice and Access Letter. Unless requested, you will not receive printed proxy materials by mail.

To Attend, Vote, and Participate during the virtual Annual Meeting:

To attend and vote your shares during the virtual Annual Meeting, you will need to log-in to meetnow.global/MZC94V2 using: (i) for record holders, the 15-digit control number on your proxy card or (ii) for holders who own shares in street name through brokers, the control number issued to you by Computershare pursuant to the registration process described in the following paragraph. If you do not have a control number, you may log-in as a Guest.

For holders who own shares in street name through brokers, you must request and receive a legal proxy in your name reflecting your holdings of GPC stock from the broker, bank, or other nominee that holds your shares, and then you must submit this by email to legalproxy@computershare.com along with your name and email address. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., eastern time, on April 28, 2024. You will receive a confirmation email from Computershare of your registration and a new control number that you can use to participate in the virtual Annual Meeting. If you do not have the control number that you received directly from

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Computershare, you may attend as a Guest (non-shareholder) but will not have the option to vote or ask questions during the virtual Annual Meeting.

The 2024 Proxy Statement and the 2023 Annual Report to Shareholders are available at:

http://www.proxydocs.com/gpc


			By Order of the Board of Directors,


			Christopher T. Galla
Atlanta, Georgia			Senior Vice President, General Counsel and
March 1, 2024			Corporate Secretary

YOUR VOTE IS IMPORTANT!


Whether or not you expect to be present at the meeting, please vote by telephone or internet pursuant to the instructions on the enclosed proxy card or complete, sign, date and return the enclosed proxy card promptly in the enclosed business reply envelope.

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TABLE OF CONTENTS
Annual Meeting — A pril 29, 2024			1
Voting			1
Proposal 1 — Election of Directors			3
Corporate Governance			11
Security Ownership of Certain Beneficial Owners			20
Security Ownership of Management			21
Executive Comp ensation			23
Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensat io n			24
Compensation Philosophy and Objectives			25
Variable verse Fixed Compensation			25
Short-Term verse Long-Term Incentive Compensation			26
Overview of Executive Compensation Components			26
Change in Control Arrangements			31
Factors Considered in Decisions to Materially Increase or Decrease Compensation			31
Stock Ownership Guidelines			31
Clawback Provisions			32
Role of Executive Officers in Determining Compensation			32
Compensation and Human Capital Committee Report			33
Additional Information regarding Executive Compensation			34
Compensation and Human Capital Committee Interlocks and Insider Participation			48
Compensation of Directors			48
Transactions with Related Persons			50
Delinquent Section 16(a) Reports			50
Proposal 2 — Advisory Vote on Executive Compensation			51
Proposal 3 — Approval of Amendment to 2015 Incentive Plan			52
Proposal 4 — Ratification of Selection of Independent Auditors			58
Audit Committee Report			60
Solicitation of Proxies			60
Other Matters			61
Shareholder Proposals for 2025 Annual Meeting			61

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Annual Meeting — April 29, 2024

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 2024 Annual Meeting of Shareholders to be held on Monday, April 29, 2024, at 10:00 a.m. eastern time and at any reconvened meeting following any adjournment thereof. The Annual Meeting will be held virtually. To access the virtual meeting, go to meetnow.global/MZC94V2 and enter a valid control number found on your proxy card, notice of internet availability, or an email previously received from Computershare. If you do not have a control number, you may access the meeting as a Guest.

The live audio webcast of the Annual Meeting will begin promptly at 10:00 a.m. eastern time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting. We encourage you to access the meeting in advance of the designated start time.

We have designed the format of the Annual Meeting to ensure that our shareholders are afforded the same rights and opportunities to participate as they would at an in-person meeting. After the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to answer questions submitted during the meeting that are pertinent to the Company, as time permits, and in accordance with our Ground Rules for Conduct of the Shareholder Meeting. On the day of and during the Annual Meeting, you can view our Ground Rules for Conduct of the Shareholder Meeting and submit any questions on meetnow.global/MZC94V2. Answers to any appropriate questions not addressed during the meeting will be posted following the meeting on the investor page of our website. Questions and answers will be grouped by topic, and substantially similar questions will be answered only once. To promote fairness, efficiently use the Company’s resources, and ensure all shareholder questions are able to be addressed, we will respond to no more than three questions from any single shareholder.

Beginning one hour prior to and during the Annual Meeting, we will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any technical difficulty during the virtual meeting, please call 888-724-2416 (U.S.) or +1 781-575-2748 (international) for assistance.

We anticipate that our Notice and Access Letter will first be mailed, and that this proxy statement and the Company’s 2023 annual report to the shareholders, including consolidated financial statements for the year ended December 31, 2023 will first be made available to our shareholders, on or about March 1, 2024.

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 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 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 compensation of the Company’s named executive officers, approval of an amendment to the 2015 Incentive Plan to extend its term and the ratification of the selection of independent auditors, you may vote FOR or AGAINST the proposal or you may ABSTAIN from voting.

To vote your shares during the virtual Annual Meeting, you will need to log-in to meetnow.global/MZC94V2 using: (i) for record holders, the 15-digit control number on your proxy card or (ii) for holders who own shares in street name through brokers, the control number issued to you by Computershare pursuant to the registration process described in the following paragraph. If you do not have a control number, you may log-in as a Guest.

2024 Proxy Statement 1


Table of Contents						Voting

submit this by email to legalproxy@computershare.com along with your name and email address. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., eastern time, on April 28, 2024. You will receive a confirmation email from Computershare of your registration and a new control number that you can use to participate in the virtual Annual Meeting. If you do not have the control number that you received directly from Computershare, you may attend as a Guest (non-shareholder) but will not have the option to vote or ask questions during the virtual Annual Meeting.

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 compensation of the Company’s named executive officers, and FOR the approval of an amendment to the 2015 Incentive Plan to extend its term and FOR the ratification of the selection of independent auditors for the fiscal year ending December 31, 2024. 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 2024 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 “broker non-votes”) on the following proposals: “Proposal 1 — Election of Directors”, “Proposal 2 — Advisory Vote on Executive Compensation”, "Proposal 3 — Approval of Amendment to the 2015 Incentive Plan" and such shares will be considered “broker non-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 4 — Ratification of Selection of Independent 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 21, 2024, are entitled to vote at the Annual Meeting. Persons who hold 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 21, 2024, the Company had 139,423,353 shares of common stock outstanding and entitled to vote at the Annual 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 broker non-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 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, (3) the approval of an amendment to the 2015 Incentive Plan to extend its term and (4) 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 is non-binding as provided by law, the Company’s Board of Directors will review the results of the vote and take it into consideration when making future determinations concerning executive compensation.

2024 Proxy Statement 2


Table of Contents						Proposal 1 Election of Directors

Proposal 1

Election of Directors

Mr. E. Jenner Wood III has reached the mandatory retirement age for Board members and therefore will not stand for re-election at the 2024 Annual Meeting. We would like to take this opportunity to thank Mr. Wood for his leadership, many contributions and years of outstanding service on behalf of the Company, the Board of Directors and our shareholders.

The Board of Directors of the Company currently consists of fourteen directors, including Mr. Wood. The Board has approved the recommendation of its Nominating and ESG Committee to nominate the fourteen nominees named below, which includes a new nominee, Mr. Charles K. Stevens III, who is nominated to fill Mr. Wood’s vacancy, and each of whom, if elected, will serve as directors until the 2025 Annual Meeting of Shareholders 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:

• designate a substitute nominee, in which case persons designated as proxies will cast votes for the election of such substitute nominee;

• allow the vacancy to remain open until a suitable candidate is nominated; or

• adopt a resolution to decrease the size of the Board.

If any incumbent director nominee in an uncontested election fails to receive the required affirmative vote of the holders of a majority of the shares outstanding and 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 there is a

decrease in the number of directors serving on the Board of Directors. Our Amended and Restated Articles of

Incorporation further provide that a director shall serve on the Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, retirement, disqualification, removal from office or death. If the director resigns, the Board of Directors may:

• immediately fill the resulting vacancy;

• allow the vacancy to remain open until a suitable candidate is appointed; or

• adopt a resolution to decrease the size of the Board.

The Board of Directors unanimously recommends that Shareholders vote "for" the election of all the Director nominees.

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

2024 Proxy Statement 3


Table of Contents						Proposal 1 Election of Directors

Nominees for Director


Elizabeth W. Camp	Background	Qualifications
Financial Expert Director Since 2015 Independent Director Age 72 Committee • Audit	Elizabeth W. Camp is President and Chief Executive Officer of DF Management, Inc., a private investment and commercial real estate management company, a position she has held since 2000. Previously, Ms. Camp served in various capacities, including President and Chief Executive Officer of Camp Oil Company for 16 years. Ms. Camp also previously served as an independent director of Synovus Financial Corp. from 2003 to 2023 and was a member of its Risk Committee from 2017 to 2023. Ms. Camp also served as a director of CoreCard Corporation from 2020 to 2023 and was a member of the Audit and Compensation Committees during her tenure.	Ms. Camp has over 30 years of leadership experience in various executive roles, most recently as President and Chief Executive Officer of an investment and commercial real estate management company. Ms. Camp also previously served as an independent director at Synovus Financial Corp. where she chaired its Audit Committee and its Compensation Committee, served as a member of its Risk Committee, and served as Lead Independent Director at various points during her tenure. Ms. Camp also previously served as an independent director at CoreCard Corporation, a public company engaged in digital credit card processing, where she served as a member of its Audit Committee and Compensation Committee. Her previous experience as a tax attorney at large accounting and law firms in the Washington D.C. area also benefits the Company in the financial, accounting, tax, and legal areas. Ms. Camp’s background as an executive officer and director, and her experience in accounting, tax and legal matters have provided expertise in management, governance, and auditing, as well as leadership skills to our Board and Audit Committee.

Richard Cox, Jr.	Background	Qualifications
Director Since 2020 Independent Director Age 54 Committee • Audit	Mr. Cox is Senior Vice President - Reservation Sales and Customer Care at Delta Airlines, a position he has held since August 2022. Prior to joining Delta, Mr. Cox served as Chief Information Officer for Cox Enterprises and had been in that role since 2019. Mr. Cox joined Cox Automotive, a subsidiary of Cox Enterprises, in 2013, where he held several leadership positions including Vice President of Client Performance and Vice President of Business Operations and Customer Care. In 2018, the Mayor of Atlanta requested Cox Enterprises to allow Mr. Cox to serve as the city’s Chief Operating Officer as an executive on-loan. For 15 months, Mr. Cox provided executive oversight and directed internal operations for the city’s departments and agencies. Prior to joining Cox Automotive, Mr. Cox was CEO and President of Jones International University and prior to that, he served as Vice President of Customer Experience at Orbitz Worldwide, a leading online travel company. Mr. Cox began his career at Worldspan, a travel technology and content provider, and held several positions during his 11-year tenure at Worldspan.	Mr. Cox has over two decades of experience in technology and business operations. His experience at Delta Airlines, Cox Automotive, Orbitz, and Worldspan in a variety of leadership roles are highly valuable to the Company. During Mr. Cox’s tenure as the city of Atlanta’s COO, he led the city through the largest cyber attack of a U.S. municipality and successfully implemented the largest ever citywide shift to the cloud. Mr. Cox’s understanding of cyber and IT risk as well as data privacy is instrumental as a member of the Audit Committee. His significant experience in information technology, the automotive business, and his expertise in strategy, operations, customer care, analytics, business intelligence, security and technical services makes him a valuable asset to our Board and Audit Committee.

2024 Proxy Statement 4


Table of Contents						Proposal 1 Election of Directors


Paul D. Donahue	Background	Qualifications
Chairman Director Since 2012 Age 67 Committee • Executive	Paul D. Donahue is Chairman and Chief Executive Officer of the Company. In April of 2019 the Board of Directors appointed him as Chairman and in May of 2016, he was named Chief Executive Officer. From January of 2012 until May of 2016 he served as President of the Company. He served as President of the Company’s U.S. Automotive Parts Group from July, 2009 to February 1, 2016. Mr. Donahue served as Executive Vice President of the Company from August 2007 until his appointment as President. In addition, between 2004 and 2007, Mr. Donahue served as President and Chief Operating Officer of S. P. Richards Company, a former wholly-owned subsidiary of the Company. Mr. Donahue was a director of Truist Financial Corporation from 2019-2023, and served as a member of the Compensation and Human Capital Committee as well as the Trust Committee.	Mr. Donahue has 20+ years of successful operating and management experience with the Company, which has included extensive involvement with numerous operating divisions within the Company. Prior to joining the Company, Mr. Donahue spent 24 years with a publicly traded consumer products manufacturer. While there, he successfully held a number of sales, marketing, operations and executive positions. Mr. Donahue’s proven leadership and experience have contributed to the success of the Company and are beneficial to our Board. His experience and knowledge gained from his service on the Truist Board and Committees also brings great value to our Board.

Gary P. Fayard	Background	Qualifications
Financial Expert Director Since 2014 Independent Director Age 71 Committee • Audit	Gary P. Fayard is a cattle farmer and previously was Executive Vice President and Chief Financial Officer of the Coca-Cola Company from 2003 until his retirement in May, 2014. Mr. Fayard joined the Coca-Cola Company in 1994 as Vice President and Controller. He was promoted to the role of Senior Vice President and Chief Financial Officer in 1999. He has served as a director on numerous for-profit and not-for-profit boards, including service on the Coca-Cola Enterprises, Inc. board from 2001 until 2009, service on the Coca-Cola FEMSA board from 2003 to 2016, and currently serves on the board of directors of Monster Beverage Corporation and is a member of its Audit, Compensation, and Nominating and Corporate Governance Committees.	Mr. Fayard brings to the Board a wealth of financial, accounting, and auditing knowledge as the former CFO of one of America’s largest corporations. Additionally, as a Director and Audit Committee member on numerous for-profit and not-for-profit boards, he has had direct exposure to a wide variety of businesses and industries. He is also a former partner at a major public accounting firm. Mr. Fayard’s financial background and broad business exposure make him a significant contributor to our Board and Audit Committee.

P. Russell Hardin	Background	Qualifications
Director Since 2017 Independent Director Age 66 Committee • Nominating and ESG (Chair)	P. Russell Hardin is President of the Robert W. Woodruff Foundation, the Joseph B. Whitehead Foundation, the Lettie Pate Evans Foundation and the Lettie Pate Whitehead Foundation. These foundations manage approximately $11 billion in assets and distribute approximately $400 million in grants each year which support Georgia’s institutions in the areas of education, health, human welfare, the environment, community and economic development, philanthropy and volunteerism, and the arts. Mr. Hardin joined the Foundation’s staff in 1988 and was named President in 2006. Prior to his work at the Foundation, Mr. Hardin practiced law with the Atlanta firm of King & Spalding. Mr. Hardin is a director of Rollins Inc. and serves on its Nominating and Corporate Governance Committee.	Mr. Hardin offers the Board extensive experience in the areas of finance, philanthropy, governance, and law. Mr. Hardin’s leadership at the Robert W. Woodruff Foundation and related foundations, as well as his service a director of Rollins, Inc., as trustee of Northwestern Mutual Life Insurance, and a director on the Truist Bank Atlanta Advisory Council bring financial, governance and management expertise that contribute to both our Board and as Chair of the Nominating and ESG Committee.

2024 Proxy Statement 5


Table of Contents						Proposal 1 Election of Directors



John R. Holder	Background	Qualifications
Director Since 2011 Independent Director Age 69 Committee • Compensation and Human Capital	John R. Holder is Chairman of Holder Properties, a commercial and residential real estate development, leasing, and management company based in Atlanta. Mr. Holder has held the position of Chairman since 1989 and served as Chief Executive Officer from 1980-2023. He is also a director of Oxford Industries, Inc. and is a member of its Audit Committee.	Mr. Holder brings to the Board his strategic leadership in the growth of Holder Properties, which has been involved in the development of over 110 commercial buildings valued in excess of $4 billion, as well as his extensive involvement in the areas of financial and marketing management. His service as the Chairman and CEO of Holder Properties, together with various board affiliations, including as director and Audit Committee member of publicly traded Oxford, Industries, Inc., an apparel company, have given him leadership experience, business acumen and financial literacy that is beneficial to our Board and Compensation and Human Capital Committee.

Donna W. Hyland	Background	Qualifications
Director Since 2015 Independent Director Age 63 Committee • Compensation and Human Capital (Chair)	Donna W. Hyland is President and Chief Executive Officer of Children’s Healthcare of Atlanta and has served in that role since June 2008. Prior to that role, she was the Chief Operating Officer of Children’s Healthcare of Atlanta from January 2003 to May 2008 and the Chief Financial Officer from February 1998 to December 2002. She serves as a director of Cousins Properties, Inc. and serves as Chair of its Audit Committee and as a member of its Compensation and Human Capital and Executive Committees.	Ms. Hyland offers our Board extensive knowledge of the health care industry as President and Chief Executive Officer of Children’s Healthcare of Atlanta. Her previous experience as COO and CFO of Children’s, as well as her experience on many non-profit boards brings a wide range of business and accounting experience to our board. Ms. Hyland also serves as a director at Cousins Properties, Inc., a publicly traded real estate company, and additionally serves as Chair and a financial expert on the Cousins’ Audit Committee and as a member of its Compensation and Human Capital Committee. Ms. Hyland’s service as a financial expert on a public company audit committee provides a wealth of experience that she has brought to our Board and as Chair of the Compensation and Human Capital Committee.

John D. Johns	Background	Qualifications
Director Since 2002 Independent Director (Lead) Age 72 Committee • Executive • Compensation and Human Capital	John D. Johns is a Senior Advisor to Blackstone, Inc. and previously was Chairman of DLI North America Inc., the North American regional headquarters for Dai-ichi Life Holdings until his retirement in 2020. Dai-ichi Life is a global life insurance group headquartered in Tokyo, Japan. Its principal U.S. operation is Protective Life Corporation in Birmingham, Alabama. Mr. Johns served as CEO of Protective from 2002 to 2017 and as Executive Chairman through 2019. Prior to joining Protective in 1993, Mr. Johns was General Counsel of Sonat Inc. (a diversified energy company) and a partner at the law firm, Maynard, Cooper and Gale. Mr. Johns currently serves on the Boards of The Southern Company and Regions Financial Corporation.	Mr. Johns brings experience in running every aspect of a large life insurance company, including his positions as Chairman and CEO as well as previous experience as COO, CFO, and also as a lawyer in private practice and General Counsel of a large publicly-traded energy company. Mr. Johns also serves as a director of The Southern Company, a utility holding company, and Chairs its Compensation and Talent Development Committee and is a member of its Finance Committee. Mr. Johns is also on the board of Regions Financial Corporation, a bank holding company, where he serves as Chair of its Risk Committee and a member of its Executive Committee and Technology Committee. He brings a wealth of diverse experience to our Board as its lead independent director, and as a member of the Executive Committee and Compensation and Human Capital Committee.

2024 Proxy Statement 6


Table of Contents						Proposal 1 Election of Directors


Jean-Jacques Lafont	Background	Qualifications
Director Since 2020 Age 64	Jean-Jacques Lafont is the Co-Founder and Executive Chairman of Alliance Automotive Group, an entity that was acquired by the Company in 2017. Prior to his current role as Executive Chairman, Mr. Lafont was Chief Executive Officer of Alliance Automotive Group. Mr. Lafont co-founded Alliance Automotive Group in 1991 and spent 30 years building that business from the ground up. Prior to founding Alliance Automotive Group, Mr. Lafont spent six years working for Hewlett Packard Europe in various management roles.	Mr. Lafont is an industry veteran having spent over 30 years in the automotive aftermarket industry. Mr. Lafont has a deep understanding of the sales, operations, finance, strategic planning, and global sourcing aspects of the automotive aftermarket landscape in Europe and is highly beneficial to the strategic planning function of the Board, especially as it relates to the global automotive business. Mr. Lafont is also Non-Executive Chairman of the Supervisory Board of BME, a leading European building materials, sanitary and plumbing products distributor recently acquired by Blackstone. Mr. Lafont brings a wealth of international experience to our Board.

Robert C. “Robin” Loudermilk, Jr.	Background	Qualifications
Director Since 2010 Independent Director Age 64 Committee • Nominating and ESG	Robert C. “Robin” Loudermilk, Jr. is President and Chief Executive Officer of The Loudermilk Companies, LLC, a real estate management company, a position he has held since January 1, 2012. Previously he served as President of Aaron’s Inc., a furniture, electronics and home appliance retailer from 1997 through November 2011 and as Chief Executive Officer of Aaron’s Inc. from 2008 through November 2011. He also served in various other positions at Aaron’s Inc., including service as the Chief Operating Officer from 1997 until 2008. Mr. Loudermilk also previously served as a director of Aaron’s Inc.	Mr. Loudermilk offers extensive knowledge of the real estate industry, as founder and CEO of a real estate management company in Atlanta. He also has over 25 years of experience working with a public company in various positions, including CEO, and over 10 years as an experienced senior executive. Mr. Loudermilk’s operational, financial and management expertise and expansive knowledge of a multi-store retail business are a significant contribution to our Board and Nominating and ESG Committee.

Wendy B. Needham	Background	Qualifications
Financial Expert Director Since 2003 Independent Director Age 71 Committee • Executive • Audit (Chair)	Wendy B. Needham was Managing Director, Global Automotive Research for Credit Suisse First Boston, an investment banking firm, from August 2000 to June 2003, and a Principal, Automotive Research, for Donaldson, Lufkin and Jenrette from 1994 to 2000. Ms. Needham previously served as a director of Asahi Tec.	Ms. Needham offers extensive knowledge and understanding of the U.S. and international auto industries as a former managing director of global automotive research at a global financial services company. Throughout her career she analyzed the financial performance and strategies of public companies in the global auto industry and brings this experience to bear to the Board and as the Chair of the Company’s Audit Committee and member of the Executive Committee.

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Table of Contents						Proposal 1 Election of Directors


Juliette W. Pryor	Background	Qualifications
Director Since 2021 Independent Director Age 59 Committee • Nominating and ESG	Juliette W. Pryor is Chief Legal Officer and Corporate Secretary of Lowe's Companies, Inc. where she leads the legal, compliance, government affairs, corporate sustainability, enterprise risk management and privacy functions. Previously, from 2020-2023, she served as General Counsel and Corporate Secretary of Albertsons Companies, a Fortune 100 grocery retailer, where she was responsible for the company’s legal, compliance, and government affairs functions. From 2016 to June 2020, Ms. Pryor served as General Counsel and Corporate Secretary for Cox Enterprises, a $20 billion family-owned conglomerate that operates in the communications, media and automotive sectors. Ms. Pryor previously worked at US Foods from 2005-2016. Before US Foods, Ms. Pryor served as General Counsel for telecom start up e.spire Communications, and she began her career in private practice with Skadden Arps, Slate, Meagher & Flom LLP.	Ms. Pryor is a skilled public and private company c-suite executive with 30 years of business experience. Ms. Pryor has deep experience in the board room of multiple corporations, providing key leadership in IPOs, multi-billion-dollar divestitures and acquisitions, corporate restructurings, and entity transformations. Her knowledge and experience in the legal, compliance, regulatory, audit, human resources, public policy, diversity and inclusion, and corporate governance areas combined with her wealth of expertise in retail, distribution and automotive services make her a valuable addition to our Board and the Nominating and ESG Committee.

Darren Rebelez	Background	Qualifications
Director Since 2023 Independent Director Age 58 Committee • Nominating and ESG	Darren Rebelez is the Chairman, President and Chief Executive Officer of Casey’s, a Fortune 500 public company, which operates over 2,400 convenience stores throughout the Midwest and Southern U.S. Prior to joining Casey’s in 2019, Mr. Rebelez served as the President of IHOP Restaurants from 2015-2019, a unit of Dine Brands Global, Inc. While leading IHOP, the company grew to become the largest full service restaurant brand in the U.S. Previous to IHOP, Mr. Rebelez worked at 7-Eleven, the world’s largest convenience store chain, as Executive Vice President and Chief Operating Officer. Before 7-Eleven, Mr. Rebelez held numerous leadership roles within ExxonMobil Corporation. Preceding his civilian career, Mr. Rebelez was an Army Ranger and Gulf War veteran.  Mr. Rebelez also served as a director of Globe Life, Inc., a public life insurance company, where he chaired many of its committees over his 13-year tenure.	As CEO of the third largest convenience retailer and fifth largest pizza chain in the U.S., Mr. Rebelez offers a wealth of experience from his career as a senior executive in the convenience, restaurant and fuel industries. Mr. Rebelez's knowledge and experience include brand modernization, M&A, digital transformation, e-commerce, and ESG. His past executive experience at large public companies, as well as his tenure as a director of a public insurance company bring a wealth of knowledge and expertise to our Board and the Nominating and ESG Committee.

2024 Proxy Statement 8


Table of Contents						Proposal 1 Election of Directors


Charles K. Stevens, III	Background	Qualifications
Financial Expert Director Nominee Independent Director Age 64	Prior to his retirement in 2018, Charles K. Stevens, III spent over thirty years at General Motors Company, a global automotive company, serving in various leadership positions of increasing responsibility, including as Executive Vice President and Chief Financial Officer from 2014-2018, Chief Financial Officer of GM North America from 2010-2014 and Chief Financial Officer of GM de Mexico from 2008-2010. Mr. Stevens serves as a director of Flex Ltd. and serves as Chair of its Audit Committee and as a member of its Nominating and Corporate Governance Committee, and Masco Corporation and serves as Chair of its Audit Committee. Mr. Stevens previously served as a director of Tenneco Inc. and Eastman Chemical Company.	Mr. Stevens brings to the Board his extensive knowledge and understanding in the areas of finance, accounting and the U.S. and global automotive industries as a former executive and chief financial officer of a global automotive company, where he was responsible for developing and executing business strategies to drive profitable growth. Mr. Stevens is also a seasoned public company director, including service as an audit committee chair, which has provided him further leadership experience, business acumen and financial literacy, all of which makes him a valuable addition to our Board and the Audit Committee.

Board Matrix

Experience

Camp

Cox

Donahue

Fayard

Hardin

Holder

Hyland

Johns

Lafont

Loudermilk

Needham

Pryor

Rebelez

Stevens*

Finance/Accounting

Distribution/Supply Chain

Automotive

Government/Regulatory

Legal

CEO/Leadership

Technology

International

Public Co. Board(s)

Independent

*Director Nominee


Tenure/ Age/ Gender/ Diversity	Camp	Cox	Donahue	Fayard	Hardin	Holder	Hyland	Johns	Lafont	Loudermilk	Needham	Pryor	Rebelez	Stevens*
Years on the Board	9	4	12	10	7	13	9	22	4	14	21	3	1	0
Age	72	54	67	71	66	69	63