Genuine Parts entered into a Cooperation Agreement with Elliott Investment Management L.P. and related entities on September 4, 2025, under which it agreed to appoint Matthew A. Carey and Court D. Carruthers as independent directors and include them in its slate of nominees for election at the 2026 annual meeting of shareholders.

1. 01

   Genuine Parts entered into a Cooperation Agreement with Elliott Investment Management L.P. and related entities on September 4, 2025, under which it agreed to appoint Matthew A. Carey and Court D. Carruthers as independent directors and include them in its slate of nominees for election at the 2026 annual meeting of shareholders.

2. 02

   The company said the Cooperation Agreement's voting commitments, standstill restrictions and mutual non-disparagement provisions remain in place until the earlier of 30 calendar days prior to the notice deadline under the company's bylaws for the nomination of non-proxy access director candidates for election to the Board at the 2027 annual meeting of shareholders or September 4, 2026. The company added that replacement of a New Director is limited to times when Elliott beneficially owns a net long position of, or has aggregate net long economic exposure to, at least 2.5% of the company's then outstanding shares of common stock.

3. 03

   John R. Holder and Robin C. Loudermilk, Jr. informed the Board of their decision to retire from their positions as directors, effective immediately on September 4, 2025, the company said. Carey was appointed to the Audit Committee and Carruthers to the Compensation and Human Capital Committee.

4. 04

   The company said the Board approved time-based restricted stock units for the named executive officers, with Mr. Stengel's grant having a grant date value of $3.0 million and each of the other executives' grants having a grant date value of $1.5 million, and that the RSU Grants cliff vest on the 3rd anniversary of the grant date. It added that the company also adopted a Severance Agreement to provide for terminations without cause and other qualifying events.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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