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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)

GA 001-05690 58-0254510
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
2999 WILDWOOD PARKWAY,  
ATLANTA, GA 30339
(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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 par value per share GPC New 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.
Name
For Votes
Withheld Votes
Broker Non-Votes
Elizabeth W. Camp
118,532,215    454,025    12,831,556   
Richard Cox, Jr.
118,254,973    731,267    12,831,556   
Paul D. Donahue 112,904,997    6,081,243    12,831,556   
Gary P. Fayard
118,251,479    734,761    12,831,556   
P. Russel Hardin
118,048,339    937,901    12,831,556   
John R. Holder
117,994,520    991,720    12,831,556   
Donna W. Hyland
118,527,017    459,223    12,831,556   
John D. Johns
113,805,490    5,180,750    12,831,556   
Jean-Jacques Lafont 117,502,729    1,483,511    12,831,556   
Robert C. “Robin” Loudermilk, Jr.
117,755,440    1,230,800    12,831,556   
Wendy B. Needham
114,834,162    4,152,079    12,831,556   
E. Jenner Wood III
118,022,237    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 Number Description
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


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