47 unchanged sentences
Not applicable.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .
INFORMATION ABOUT OUR EXECUTIVE OFFICERS.
−Removed: Executive officers of the Company are elected by the Board of Directors and each serves at the pleasure of the Board of Directors until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification.
+Added: Executive officers of the Company are appointed by the Board of Directors and each serves at the pleasure of the Board of Directors until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification.
The current executive officers of the Company are:
17 unchanged sentences
Stengel worked in the Strategic Business Development group at the Home Depot as well as at Bank of America and Stonebridge Associates in various investment banking roles.
−Removed: Yancey , age 57, has been Executive Vice President and Chief Financial Officer of the Company since March 2013, and also held the additional title of Corporate Secretary of the Company up to February 2015.
+Added: Yancey , age 58, was appointed Executive Vice President and Chief Financial Officer of the Company in March 2013, and also held the additional title of Corporate Secretary of the Company up to February 2015.
Yancey was Senior Vice President - Finance and Corporate Secretary from 2005 until her appointment as Executive Vice President - Finance in November 2012.
2 unchanged sentences
Prior to that, she served as Assistant Corporate Secretary from 1994 to 1995, Director of Shareholder Relations from 1992 to 1994, and Director of Investor Relations in 1991, when she joined the Company.
−Removed: Neill , age 59, was appointed Executive Vice President of Human Resources of the Company in February of 2020.
+Added: Neill , age 60, was appointed Executive Vice President and Chief Human Resource Officer of the Company in February of 2020.
Prior to that, he served as Senior Vice President of Human Resources from April 2014 to February of 2020.
8 unchanged sentences
Herron , age 59, was appointed President of the U.S.
−Removed: Automotive Parts group on January 1, 2019.
+Added: Automotive Group on January 1, 2019.
Herron previously served as Executive Vice President - U.S.
8 unchanged sentences
Herron began his career at the Company as a management trainee in Syracuse and served in that role from 1989 to 1990.
−Removed: Further information required by this item is set forth under the heading “Nominees for Director”, under the heading “Corporate Governance - Code of Conduct and Ethics”, under the heading “Corporate Governance - Board Committees - Audit Committee”, and under the heading “Corporate Governance - Director Nominating Process” of the Proxy Statement and is incorporated herein by reference.
−Removed: We have adopted a Code of Conduct and Ethics, which is available on the “Investor Relations” section of our website.
−Removed: Any amendments to, or waivers of, the Code of Code of Ethics will be disclosed on our website promptly following the date of such amendment or waiver.
+Added: Further information required by this item is set forth under the heading “Nominees for Director”, under the heading “Corporate Governance - Code of Conduct”, under the heading “Corporate Governance - Board Committees - Audit Committee”, and under the heading “Corporate Governance - Director Nominating Process” of
+Added: the Proxy Statement and is incorporated herein by reference.
+Added: We have adopted a Code of Conduct, which is available on the “Investor Relations” section of our website.
+Added: Any amendments to, or waivers of, the Code of Conduct will be disclosed on our website promptly following the date of such amendment or waiver.
EXECUTIVE COMPENSATION .
44 unchanged sentences
Exhibit Number Description
+Added: Exhibit 2.1 Interest Purchase Agreement, by and among Ruby Holdings II, LLC, as the Company, Ruby Topco LLC, as the Seller, Motion Industries, Inc., as the Buyer and Genuine Parts Company, as the Parent, dated as of December 15, 2021
Exhibit 3.1 Amended and Restated Articles of Incorporation of the Company, as amended April 23, 2007.
5 unchanged sentences
(Incorporated herein by reference from the Company’s Registration Statement on Form S-1, Registration No.
+Added: Exhibit 4.3 Indenture, dated October 29, 2020, between the Company and U.S.
+Added: Bank National Association (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated October 27, 2020)
+Added: Exhibit 4.4 Officer’s Certificate, dated October 29, 2020, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 1.875% Senior Notes due 2030 (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated October 27, 2020)
+Added: Exhibit 4.5 Form of 1.875% Senior Notes due 2030 (included in Exhibit 4.4)
Exhibit 10.1* The Genuine Parts Company Tax-Deferred Savings Plan, effective January 1, 1993.
65 unchanged sentences
(Incorporated herein by reference from the Company's Annual Report on Form 10-K dated February 27, 2018.)
−Removed: Exhibit 10.27 First Amendment, dated as of May 28, 2019, to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party thereto.
+Added: Exhibit 10.27 First Amendment, dated as of May 28, 2019, to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party thereto (Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated February 19, 2021).
Exhibit 10.28 Second Amendment, dated as of May 1, 2020, to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party thereto.
4 unchanged sentences
(Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated February 25, 2019.)
−Removed: Exhibit 10.31* Description of Director Compensation (Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated February 21, 2020)
+Added: Exhibit 10.31* Description of Director Compensation (Incorporated herein by reference from the Company's Quarterly Report on Form 10-Q, dated July 22, 2021).
Exhibit 10.32 Syndicated Facility Agreement dated October 30, 2020 among Genuine Parts Company, UAP, Inc., and Certain Designated 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 party thereto.
(Incorporated herein by reference from the Company's Current Report on Form 8-K dated November 2, 2020.)
+Added: Exhibit 10.33 First Amendment, dated as of September 30, 2021, to Genuine Parts Company Syndicated Facility Agreement dated October 30, 2020 among Genuine Parts Company, UAP, Inc., and Certain Designated 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 Bank, as Canadian Swing Line Lender and the other Lenders and L/C Issuers party thereto.
+Added: (Incorporated herein by reference from the Company's Quarterly Report on Form 10-Q dated October 21, 2021.)
* Indicates management contracts and compensatory plans and arrangements.
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Genuine Parts Company
−Removed: Donahue 2/19/2021 /s/ Carol B.
−Removed: Yancey 2/19/2021
−Removed: Donahue (Date) Carol B.
−Removed: Yancey (Date)
−Removed: Chairman and Chief Executive Officer Executive Vice President and Chief Financial and Accounting Officer
+Added: February 17, 2022 /s/ Paul D.
+Added: Chairman and Chief Executive Officer
+Added: February 17, 2022 /s/ Carol B.
+Added: Executive Vice President and Chief Financial Officer
+Added: (Duly Authorized Officer and Principal Financial Officer)
+Added: February 17, 2022 /s/ Napoleon B.
+Added: Senior Vice President and Chief Accounting Officer
+Added: (Duly Authorized Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
3 unchanged sentences
Yancey (Date)
−Removed: Chairman and Chief Executive Officer (Principal Executive Officer) Executive Vice President and Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)
+Added: Chairman and Chief Executive Officer (Principal Executive Officer) Executive Vice President and Chief Financial Officer (Principal Financial Officer)
+Added: /s/ Napoleon B.
+Added: Senior Vice President and Chief Accounting Officer
+Added: (Duly Authorized Officer and Principal Accounting Officer)
/s/ Elizabeth W.
30 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.