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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-22 · 71 added, 63 removed, 254 unchanged (35% of the section changed)

11 unchanged sentences

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

During the year ended December 31, 2024, we acquired Motor Parts & Equipment Corporation ("MPEC") and have included their balances as of December 31, 2024 in our consolidated balance sheet and the results of their operations in our consolidated statement of income and comprehensive income.

As permitted by the Securities and Exchange Commission, we elected to exclude this acquisition, which constituted approximately 1.3% of total assets as of December 31, 2024 and 0.8% of net sales for the year ended December 31, 2024, from our assessment of internal control over financial reporting as of December 31, 2024.

Our integration of the systems and processes of this business could cause changes to our internal controls over financial reporting in future periods.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Genuine Parts Company and Subsidiaries

To the Shareholders and the Board of Directors of Genuine Parts Company

Opinion on Internal Control Over Financial Reporting

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In our opinion, Genuine Parts Company and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s report on internal control over financial reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Motor Parts & Equipment Corporation (MPEC), which is included in the 2024 consolidated financial statements of the Company and constituted 1.3% of total assets as of December 31, 2024 and 0.8% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of MPEC.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 21, 2025 expressed an unqualified opinion thereon.

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OTHER INFORMATION .

During the fiscal year ended December 31, 2023, none of our directors or executive officers adopted , modified

or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was

intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading

During the fiscal quarter ended December 31, 2024, none of our directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading

arrangement.”.

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The current executive officers of the company are:

Donahue , age 67, was appointed Chairman of the Board and Chief Executive Officer of the company in April of 2019.

He served as President and Chief Executive Officer from May 2016 - April 2019.

Donahue was President of the company from January 2012 until April 2019, and he has been a Director of the company since April 2012.

Previously, Mr.

Donahue served as President of the company’s U.S.

Automotive Parts Group from July 2009 to February 1, 2016.

Donahue served as Executive Vice President of the company from August 2007 until his appointment as President in 2012.

Previously, Mr.

Donahue was President and Chief Operating Officer of S.P.

Richards Company from 2004 to 2007 and was Executive Vice President-Sales and Marketing in 2003, the year he joined the company.

Stengel , age 46, was appointed President and Chief Operating Officer of the company on January 1, 2023.

Stengel previously served as President of the company from January 2021 and Executive Vice President and Chief Transformation Officer of the company from November 2019.

Stengel, II , age 47, was appointed President and Chief Executive Officer of the company on June 3, 2024.

Stengel previously served as President and Chief Operating Officer of the company from January 2023, President of the company from January 2021 and Executive Vice President and Chief Transformation Officer of the company from November 2019.

Previously, Mr.

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Nappier served as Director of SEC Reporting and Accounting for Wright Medical Technology, Inc.

and an Audit Manager at Ernst & Young LLP, spending six years in public accounting.

Neill , age 62, 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.

Neill was Senior Vice President of Employee Development and HR Services from April 2013 until his appointment as Senior Vice President of Human Resources of the company.

Previously, Mr.

Neill served as the Senior Vice President of Human Resources at Motion Industries from 2008 to 2013.

Neill joined Motion in 2006 as Vice President of Human Resources and served in that role from 2006 to 2007.

and an Audit Manager at Ernst & Young LLP.

Jenn Hulett , age 45, was appointed New Executive Vice President, Chief People Officer in August 2024.

Hulett most recently served as Executive Vice President and Chief Human Resources Officer for Dollar Tree, Inc.

from 2022 through 2024, where she oversaw all aspects of human resources, as well as internal and external communications, community engagement and diversity, equity and inclusion initiatives.

Prior to Dollar Tree, Ms.

Hulett served as Executive Vice President and Chief Human Resources Officer at Core-Mark from 2020 through 2022 and, prior to 2020, she held various HR roles at Ericsson and General Electric.

Breaux , age 62, was appointed Group President, GPC North America on July 1, 2023.

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Breaux joined Motion in 2011 as Senior Vice President of Marketing, Product Management, and Strategic Planning.

Howe , age 54, was appointed as the President of Motion, the company's industrial business, effective April 1, 2024.

Howe most recently served as Motion's Executive Vice President and Chief Commercial and Technology Officer, – with oversight over eCommerce, IT, Sales Excellence, Corporate Accounts, Strategic Pricing and Human Resources from 2022 to 2024.

Howe played a pivotal role in shaping the corporate trajectory of Motion.

He has more than 30 years of experience in the industrial distribution market.

Howe has held numerous other management roles since he joined Motion in 1993.

Naveen Krishna , age 57, was appointed Executive Vice President, and Chief Information and Digital Officer on June 21, 2021.

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and Federal Express Corporation and spent a number of years leading technology consulting engagements with Deloitte & Touche LLP.

Chris Galla , age 49, was appointed Senior Vice President, General Counsel, and Corporate Secretary on January 1, 2023.

Christopher T.

Galla, age 50, was appointed Senior Vice President, General Counsel and Corporate Secretary on February 13, 2024.

Prior to that, Mr.

Galla served as Vice President and General Counsel from 2020 to 2022, as Vice

President and Assistant General Counsel from 2015 to 2020, and in other various legal roles since he joined the Company in 2005.

Galla served as Senior Vice President and General Counsel from 2022 to 2024, Vice President and General Counsel from 2020 to 2022, Vice President and Assistant General Counsel from 2015 to 2020, and various other legal roles since he joined the Company in 2005.

Galla spent six years in private practice before joining the Company.

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 the Proxy Statement and is incorporated herein by reference.

2 unchanged sentences

EXECUTIVE COMPENSATION .

Information required by this item is set forth under the headings “Executive Compensation”, “Additional Information Regarding Executive Compensation”, “2023 Grants of Plan-Based Awards”, “2023 Outstanding Equity Awards at Fiscal Year-End”, “2023 Option Exercises and Stock Vested”, “2023 Pension Benefits”, “2023 Nonqualified Deferred Compensation”, “Post Termination Payments and Benefits”, “Compensation, Nominating and Governance Committee Report”, “Compensation, Nominating and Governance Committee Interlocks and Insider Participation” and “Compensation of Directors” of the Proxy Statement and is incorporated herein by reference.

Information required by this item is set forth under the headings “Executive Compensation”, “Additional Information Regarding Executive Compensation”, “2024 Grants of Plan-Based Awards”, “2024 Outstanding Equity Awards at Fiscal Year-End”, “2024 Option Exercises and Stock Vested”, “2024 Pension Benefits”, “2024 Nonqualified Deferred Compensation”, “Post Termination Payments and Benefits”, “Compensation, Nominating and Governance Committee Report”, “Compensation, Nominating and Governance Committee Interlocks and Insider Participation”, "Policies and Practices Related to the Timing of Equity Awards" and “Compensation of Directors” of the Proxy Statement and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .

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(2) Genuine Parts Company 2006 Long-Term Incentive Plan

(3) Genuine Parts Company 2015 Incentive Plan

(3) Genuine Parts Company 2015 Incentive Plan, as amended

(4) Genuine Parts Company Directors' Deferred Compensation Plan, as amended

4 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES .

Information required by this item is set forth under the heading “Proposal 3.

Ratification of Selection of Independent Auditors” of the Proxy Statement and is incorporated herein by reference.

Information required by this item is set forth under the heading “Ratification of Selection of Independent Auditors” of the Proxy Statement and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES .

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Exhibit 4.11 Form of 6.875% Senior Notes due 2033 (included in Exhibit 4.9)

Exhibit 4.12 Officer’s Certificate, dated August 9, 2024, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 4.950% Senior Notes due 2029 (Incorporated herein by reference from the company’s current report on Form 8-K dated August 9, 2024)

Exhibit 4.13 Form of 4.950% Senior Notes due 2029 (included in Exhibit 4.12)

Exhibit 10.1* The Genuine Parts Company Tax-Deferred Savings Plan, effective January 1, 1993.

56 unchanged sentences

(Incorporated herein by reference from the company’s current report on Form 8-K, dated April 28, 2015.)

Exhibit 10.23* Amendment to the Genuine Parts Company 2015 Incentive Plan, effective April 29, 2024 (Incorporated herein by reference from the company’s definitive proxy statement, dated March 1, 2024.)

Exhibit 10.24* Genuine Parts Company Performance Restricted Stock Unit Award Agreement.

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Exhibit 10.35* Offer Letter, dated January 21, 2022 (incorporated herein by reference from Exhibit 10.1 to the company’s current report on Form 8-K dated January 25, 2022)

Exhibit 10.35 Third Amendment to syndicated facility agreement, dated as of November 17, 2023 made by and among Genuine Parts Company , UAP I nc ., a corporation existing under the laws of Quebec (“UAP”), the other Designated Borrowers party to the Syndicated Facility Agreement (together with the Company and UAP, the Lenders party hereto, and acknowledged by JPMorgan Chase Bank , N.A., acting through its Toronto branch, as Canadian Swing Line Lender, and JPMorgan Chase Bank , N.A., as administrative agent (in such capacity, the “Administrative Agent”) and Domestic Swing Line Lender.

* Indicates management contracts and compensatory plans and arrangements.

Exhibit 19 Insider Trading Policy for Employees, Contract and/or Temporary Workers, Officers, and Directors of Genuine Parts Company

Exhibit 10.36* Separation Agreement and General Release between James R.

Neill and Genuine Parts Company (Incorporated herein by reference from Exhibit 10.1 to the company’s quarterly report on Form 10-Q dated April 18, 2024.)

Exhibit 10.37* Consulting Agreement between James R.

Neill and Genuine Parts Company, executed April 10, 2024 (Incorporated herein by reference from Exhibit 10.2 to the company’s quarterly report on Form 10-Q dated April 18, 2024.)

Exhibit 10.38 Third Amendment to Genuine Parts Company Syndicated Facility Agreement , dated as of November 17, 2023 made by and among Genuine Parts Company, UAP Inc., a corporation existing under the laws of Quebec (“UAP”), the other Designated Borrowers party to the Syndicated Facility Agreement (together with the Company and UAP, the Lenders party hereto, and acknowledged by JPMorgan Chase Bank, N.A., acting through its Toronto branch, as Canadian Swing Line Lender, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and Domestic Swing Line Lender (Incorporated herein by reference from Exhibit 10.35 to the company’s annual report on Form 10-K dated February 22, 2024.)

Exhibit 19 Insider Trading Policy for Employees, Contract and/or Temporary Workers, Officers, and Directors of Genuine Parts Company (Incorporated herein by reference from Exhibit 10.35 to the company’s annual report on Form 10-K dated February 22, 2024.)

Exhibit 21 Subsidiaries of the company.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer and Chief Financial Officer (furnished herewith)

Exhibit 97 Genuine Parts Company Dodd-Frank Clawback Policy

Exhibit 97 Genuine Parts Company Dodd-Frank Clawback Policy (Incorporated herein by reference from Exhibit 10.35 to the company’s annual report on Form 10-K dated February 22, 2024.)

Exhibit 101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

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Exhibit 104 The cover page from this Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL

* Indicates management contracts and compensatory plans and arrangements.

# Furnished, not filed.

FORM 10-K SUMMARY.

2 unchanged sentences

Genuine Parts Company

February 22, 2024 /s/ Paul D.

Chairman and Chief Executive Officer

February 21, 2025 /s/ William P.

President and Chief Executive Officer

February 21, 2025 /s/ Bert Nappier

3 unchanged sentences

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.

Donahue 2/13/2024 /s/ Bert Nappier 2/13/2024

Donahue (Date) Bert Nappier (Date)

Chairman and Chief Executive Officer (Principal Executive Officer) Executive Vice President and Chief Financial Officer

/s/ William P.

Stengel, II 2/11/2025 /s/ Bert Nappier 2/11/2025

Stengel, II (Date) Bert Nappier (Date)

President and Chief Executive Officer Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial and

Accounting Officer)

/s/ Elizabeth W.

Camp 2/13/2024 /s/ Richard Cox, Jr.

Camp (Date) Richard Cox, Jr.

Director Director

Fayard 2/13/2024 /s/ P.

Russell Hardin 2/13/2024

Fayard (Date) P.

Russell Hardin (Date)

Donahue 2/11/2025 /s/ Elizabeth W.

Camp 2/11/2025

Donahue (Date) Elizabeth W.

Executive Chairman Director

/s/ Richard Cox, Jr.

2/11/2025 /s/ Gary P.

Fayard 2/11/2025

Richard Cox, Jr.

(Date) Gary P.

Fayard (Date)

Director Director

Holder 2/13/2024 /s/ Donna W.

Hyland 2/13/2024

Holder Donna W.

Hyland (Date)

Russell Hardin 2/11/2025 /s/ John R.

Holder 2/11/2025

Russell Hardin (Date) John R.

Director Director

Johns 2/13/2024 /s/ Jean-Jacques Lafont 2/13/2024

Johns (Date) Jean-Jacques Lafont (Date)

Hyland 2/11/2025 /s/ John D.

Johns 2/11/2025

Hyland (Date) John D.

Director Director

/s/ Robert C.

/s/ Jean-Jacques Lafont 2/11/2025 /s/ Robert C.

Loudermilk, Jr.

2/13/2024 /s/ Wendy B.

Needham 2/13/2024

Jean-Jacques Lafont (Date) Robert C.

Loudermilk, Jr.

(Date) Wendy B.

Needham (Date)

Director Director

/s/ Juliette W.

Pryor 2/13/2024 /s/ Darren Rebelez 2/13/2024

Pryor (Date) Darren Rebelez (Date)

Needham 2/11/2025 /s/ Juliette W.

Pryor 2/11/2025

Needham (Date) Juliette W.

Director Director

Jenner Wood, III 2/13/2024

Jenner Wood, III (Date)

/s/ Darren Rebelez 2/11/2025 /s/ Charles K.

Stevens, III 2/11/2025

Darren Rebelez (Date) Charles K.

Stevens, III (Date)

Director Director

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.

What changed 10-K

Item 9A. Controls and Procedures