Standard Motor Products Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SMP
Auto Parts:O.E.M.
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): May 15, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2025 Omnibus Incentive Plan
On May 15, 2025, the shareholders of Standard Motor Products, Inc. (the “Company”) approved the Standard Motor Products, Inc. 2025 Omnibus Incentive Plan (the “Plan”) at the Annual Meeting of Shareholders. The Plan was previously approved by the Board of Directors of the Company, subject to shareholder approval.
The Plan became effective upon shareholder approval on May 15, 2025, and Plan shall terminate on May 15, 2035, unless terminated sooner as provided for within the Plan. The Plan permits the grant of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. The maximum number of shares that may be issued under the Plan is 1,050,000, subject to adjustment as provided under the Plan.
The Company’s Proxy Statement on Schedule 14A for its 2025 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on April 15, 2025, includes a copy of the Plan and a description of the material terms of the Plan under the caption “Proposal No. 2 Approval of the Standard Motor Products, Inc. 2025 Omnibus Incentive Plan.” The Plan is filed as Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 15, 2025, the Company held its Annual Meeting of Shareholders. The Company is providing the following information regarding the results of the matters voted on by shareholders at the Annual Meeting:
(a) Election of eight Directors to serve for the ensuing year and until their successors are elected:
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
James J. Burke | 17,476,958 | 504,651 | 2,868,503 | ||||||||
Alejandro C. Capparelli | 17,588,014 | 393,595 | 2,868,503 | ||||||||
Pamela Forbes Lieberman | 17,291,659 | 689,950 | 2,868,503 | ||||||||
Patrick S. McClymont | 17,593,621 | 387,988 | 2,868,503 | ||||||||
Joseph W. McDonnell | 17,136,616 | 844,993 | 2,868,503 | ||||||||
Alisa C. Norris | 17,194,435 | 787,174 | 2,868,503 | ||||||||
Pamela S. Puryear, Ph.D. | 17,330,468 | 651,141 | 2,868,503 | ||||||||
Eric P. Sills | 17,287,839 | 693,770 | 2,868,503 | ||||||||
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(b) Approval of the Standard Motor Products, Inc. 2025 Omnibus Incentive Plan.
Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||
| 17,143,242 | 824,174 | 14,193 | 2,868,503 | ||||||||
(c) Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
Votes For | Votes Against | Abstain | ||||||
| 20,564,463 | 258,065 | 27,584 | ||||||
(d) Approval of a non-binding, advisory resolution on the compensation of the Company’s named executive officers:
Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||
| 17,188,309 | 753,821 | 39,479 | 2,868,503 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Standard Motor Products, Inc. 2025 Omnibus Incentive Plan and forms of related award agreements (incorporated by reference to the Company’s Registration Statement on Form S-8 (Registration No. 333-287305), filed on May 15, 2025). | |||||||
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURE
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.
STANDARD MOTOR PRODUCTS, INC. | |||||||||||
| By: | /s/ Nathan R. Iles | ||||||||||
| Nathan R. Iles | |||||||||||
| Chief Financial Officer | |||||||||||
Date: May 15, 2025
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Exhibit Index
| Exhibit No. | Description | |||||||
| Standard Motor Products, Inc. 2025 Omnibus Incentive Plan and forms of related award agreements (incorporated by reference to the Company’s Registration Statement on Form S-8 (Registration No. 333-287305), filed on May 15, 2025). | ||||||||
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
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