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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-22 · 66 added, 85 removed, 103 unchanged (59% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures .

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely

decisions regarding required disclosure.

13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Report.

This evaluation also included consideration of our internal controls and procedures for the preparation of our financial statements

as required under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as

of the end of the period covered by this Report.

Management’s Report on Internal Control Over Financial Reporting .

(a) Evaluation of Disclosure Controls and Procedures .

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Report.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

(b) Management’s Report on Internal Control Over Financial Reporting .

Pursuant to Section 404 of the Sarbanes-Oxley Act, as part of this Report we have furnished a report regarding our internal control over financial reporting as of December 31, 2024.

The report is under the caption “Management’s Report on

Internal Control Over Financial Reporting” in “Item 8.

Financial Statements and Supplementary Data,” which report in included herein.

Attestation Report of Independent Registered Public Accounting Firm .

The report is under the caption “Management’s Report on Internal Control Over Financial Reporting” in “Item 8.

Financial Statements and Supplementary Data,” which report is included herein.

KPMG LLP, our independent registered public accounting firm, has issued an opinion as to the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

The opinion is under the caption “Report of

Independent Registered Public Accounting Firm−Internal Control Over Financial Reporting” in “Item 8.

The opinion is under the caption “Report of Independent Registered Public Accounting Firm−Internal Control Over Financial Reporting” in “Item 8.

Financial Statements and Supplementary Data” for this attestation report, which is included herein.

Changes in Internal Control Over Financial Reporting .

During the quarter ended December 31, 2023 and subsequent to that date, we have not made changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

(d) Changes in Internal Control Over Financial Reporting .

Except as discussed in “Management’s Report on Internal Control Over Financial Reporting” in “Item 8.

Financial Statements and Supplementary Data,” which report is included herein, during the quarter ended December 31, 2024 and subsequent to that date, we have not made changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We review, document and test our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control–Integrated Framework.

from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

We may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

These efforts may lead to various changes in our internal control over financial reporting.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated herein by reference to the information in our Definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) set

forth under the captions “Proposal No.

1 - Election of Directors,” “Management Information,” and “Corporate Governance.”

The information required by this Item is incorporated herein by reference to the information in our Definitive Proxy Statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders (the “2025 Proxy

Statement”) set forth under the captions “Election of Directors (Proposal No.

1),” “Management Information,” “Corporate Governance” and “Compensation, Discussion & Analysis.”

The Board of Directors of the Company has adopted a Code of Ethics that applies to all employees, officers and directors of the Company.

The Company’s Code of Ethics is available at ir.smpcorp.com under

“Governance Documents.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Company’s Code of Ethics that applies to its principal executive officer,

principal financial officer, principal accounting officer or controller, or persons performing similar functions, by disclosing such information on the Company’s website, at the address specified above.

The Company’s Code of Ethics is available at ir.smpcorp.com under “Governance Documents.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Company’s Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by disclosing such information on the Company’s website, at the address specified above.

EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the information in our 2024 Proxy Statement set forth under captions “Corporate Governance,” “Compensation Discussion & Analysis,” “Executive Compensation and

Related Information” and “Report of the Compensation and Management Development Committee.”

The information required by this Item is incorporated herein by reference to the information in our 2025 Proxy Statement set forth under captions “Corporate Governance,” “Compensation Discussion & Analysis,” “Executive Compensation and Related Information” and “Report of the Compensation and Management Development Committee.”

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

The information required by this Item is incorporated herein by reference to the information in our 2024 Proxy Statement set forth under the captions “Executive Compensation and Related Information” and “Security Ownership of Certain Beneficial

Owners and Management.”

The information required by this Item is incorporated herein by reference to the information in our 2025 Proxy Statement set forth under the captions “Executive Compensation and Related Information” and “Security Ownership of Certain Beneficial Owners and Management.”

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company’s independent registered public accounting firm is KMPG LLP, New York, New York (PCAOB ID 185 ).

All other information

required by this Item is incorporated herein by reference to the information in our 2024 Proxy Statement set forth under the captions “Audit and Non-Audit Fees.”

The Company’s independent registered public accounting firm is KPMG LLP, New York, New York (PCAOB ID 185 ).

All other information required by this Item is incorporated herein by reference to the information in our 2025 Proxy Statement set forth under the captions “Audit and Non-Audit Fees.”

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The Index to Consolidated Financial Statements of the Registrant under Item 8 of this Report is incorporated herein by reference as the list of Financial Statements required as part of this Report.

(a) (1) The Index to Consolidated Financial Statements of the Registrant under Item 8 of this Report is incorporated herein by reference as the list of Financial Statements required as part of this Report.

(2) The following financial schedule and related report for the years 2024, 2023 and 2022 is submitted herewith:

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All other schedules are omitted because they are not required, not applicable or the information is included in the financial statements or notes thereto.

(3) Exhibits.

The exhibit list in the Exhibit Index is incorporated by reference as the list of exhibits required as part of this Report.

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EXHIBIT INDEX

2.1 Share Sale and Purchase Agreement, dated as of July 5, 2024, by and among Standard Motor Products, Inc., as Buyer, Axcel V K/S, as Sellers’ Representative, and the sellers named therein (incorporated by reference to the Company’s Current Report on Form 8-K filed as of July 10, 2024).

3.1 Restated By-Laws, dated as of December 15, 2022 (incorporated by reference to the Company’s Current Report on Form 8-K filed as of December 21, 2022).

Restated Certificate of Incorporation, filed as of August 1, 1990 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year

ended December 31, 2017).

Certificate of Amendment of the Certificate of Incorporation, filed as of February 27, 1996 (incorporated by reference to the Company’s Annual Report on

Form 10-K for the year ended December 31, 2017).

Amended and Restated Employee Stock Ownership Plan and Trust of Standard Motor Products, Inc., dated as of December 21, 2018 (incorporated

by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

2006 Omnibus Incentive Plan of Standard Motor Products, Inc., as amended (incorporated by reference to the Company’s Registration Statement on Form S-8

(Registration No.

3.2 Restated Certificate of Incorporation, filed as of August 1, 1990 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).

3.3 Certificate of Amendment of the Certificate of Incorporation, filed as of February 27, 1996 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).

10.1 Amended and Restated Employee Stock Ownership Plan and Trust of Standard Motor Products, Inc., dated as of December 21, 2018 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

10.2 2006 Omnibus Incentive Plan of Standard Motor Products, Inc., as amended (incorporated by reference to the Company’s Registration Statement on Form S-8 (Registration No.

333-174330), filed as of May 19, 2011).

Supplemental Compensation Plan, effective as of October 1, 2001 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year

ended December 31, 2001).

10.3 Supplemental Compensation Plan, effective as of October 1, 2001 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).

10.4 Severance Compensation Agreement, dated as of December 12, 2001, between Standard Motor Products, Inc.

and James Burke (incorporated by reference to

the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).

and James Burke (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).

10.5 Amendment to the Standard Motor Products, Inc.

Supplemental Compensation Plan, effective as of December 1, 2006 (incorporated by reference to the

Company’s Annual Report on Form 10-K for the year ended December 31, 2006).

Supplemental Compensation Plan, effective as of December 1, 2006 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).

10.6 Amendment to Severance Compensation Agreement, dated as of December 15, 2008, between Standard Motor Products, Inc.

and James Burke (incorporated by

reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).

Amended and Restated Supplemental Executive Retirement Plan, dated as of December 31, 2010 (incorporated by reference to the Company’s Annual

Report on Form 10-K for the year ended December 31, 2010).

and James Burke (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).

10.7 Amended and Restated Supplemental Executive Retirement Plan, dated as of December 31, 2010 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).

10.8 Amendment to Severance Compensation Agreement, dated as of March 8, 2011, between Standard Motor Products, Inc.

and James Burke (incorporated

by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).

Credit Agreement, dated as of October 28, 2015, among Standard Motor Products, Inc., as borrower and the other loan parties thereto, and JPMorgan

Chase Bank, N.A., as agent and lender, J.P.

and James Burke (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).

10.9 Credit Agreement, dated as of October 28, 2015, among Standard Motor Products, Inc., as borrower and the other loan parties thereto, and JPMorgan Chase Bank, N.A., as agent and lender, J.P.

Morgan Securities LLC, as sole bookrunner and joint lead arranger, Bank of America, N.A.

and Wells Fargo Bank, National Association, as co-syndication agents and joint lead arrangers, and the

other lenders thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed as of October 30, 2015).

and Wells Fargo Bank, National Association, as co-syndication agents and joint lead arrangers, and the other lenders thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed as of October 30, 2015).

STANDARD MOTOR PRODUCTS, INC.

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10.10 Standard Motor Products, Inc.

Amended and Restated 2016 Omnibus Incentive Plan and forms of related award agreements (incorporated by

reference to the Company’s Registration Statement on Form S-8 (Registration No.

Amended and Restated 2016 Omnibus Incentive Plan and forms of related award agreements (incorporated by reference to the Company’s Registration Statement on Form S-8 (Registration No.

333-256362) filed as of May 21, 2021).

10.11 First Amendment to Credit Agreement, dated as of December 10, 2018, among Standard Motor Products, Inc.

and SMP Motor Products Ltd., as borrowers,

JPMorgan Chase Bank, N.A., as agent and lender, and the other lenders thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed as of December 13, 2018).

and SMP Motor Products Ltd., as borrowers, JPMorgan Chase Bank, N.A., as agent and lender, and the other lenders thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed as of December 13, 2018).

10.12 Second Amendment to Credit Agreement, dated as of March 4, 2022, among Standard Motor Products, Inc., SMP Motor Products Ltd.

Holdings, Inc., as borrowers, JPMorgan Chase Bank, N.A., as agent and lender, and the other lenders thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed as of March 10, 2022).

Credit Agreement, dated as of June 1, 2022, among Standard Motor Products, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative

Agent, Bank of America, N.A.

and Trumpet Holdings, Inc., as borrowers, JPMorgan Chase Bank, N.A., as agent and lender, and the other lenders thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed as of March 10, 2022).

10.13 Credit Agreement, dated as of June 1, 2022, among Standard Motor Products, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Wells Fargo Bank, National Association, as Co-Syndication Agents, J.P.

Morgan Securities LLC, as Sustainability Structuring Agent, JPMorgan Chase Bank, N.A., as Sole Bookrunner, JPMorgan Chase Bank, N.A.,

BofA Securities, Inc.

Morgan Securities LLC, as Sustainability Structuring Agent, JPMorgan Chase Bank, N.A., as Sole Bookrunner, JPMorgan Chase Bank, N.A., BofA Securities, Inc.

and Wells Fargo Securities, LLC, as Joint Lead Arrangers, and the lenders named therein (incorporated by reference to the Company’s Current Report on Form 8-K filed as of June 2, 2022).

10.14 First Amendment to Credit Agreement, dated as of May 13, 2024, by and among Standard Motor Products, Inc., as Borrower, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024) .

10.15 Second Amendment to Credit Agreement, dated as of July 5, 2024, by and among Standard Motor Products, Inc., as Borrower, and JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders named therein (incorporated by reference to the Company’s Current Report on Form 8-K filed as of July 10, 2024).

10.16 Credit Agreement, dated as of September 16, 2024, among Standard Motor Products, Inc., the Foreign Subsidiary Borrowers party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Book Runner and Joint Lead Arranger, Bank of America, N.A., as Syndication Agent, Citizens Bank, N.A., as Documentation Agent and Joint Lead Arranger, BofA Securities, Inc., as Joint Book Runner and Joint Lead Arranger, and the Lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed as of September 17, 2024 ) .

19 Standard Motor Products, Inc.

Policy on Insider Trading, dated as of July 29, 2024.

21 List of Subsidiaries of Standard Motor Products, Inc.

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31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

STANDARD MOTOR PRODUCTS, INC.

Clawback Policy, dated as of October 3, 2023.

STANDARD MOTOR PRODUCTS, INC.

AND SUBSIDIARIES

EXHIBIT INDEX

Inline 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).

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

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Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

32.1 Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 Standard Motor Products, Inc.

Clawback Policy, dated as of October 3, 2023 ( incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 20 23 ) .

101.INS** Inline 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).

101.SCH** Inline XBRL Taxonomy Extension Schema Document.

101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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Sills and Nathan R.

Iles, jointly and severally, as his attorneys-in-fact, each with the power of substitution, for him in any

and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming

all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Iles, jointly and severally, as his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

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:

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Years ended December 31, 2024, 2023 and 2022

Description Balance at

Other Deductions Balance at

Year ended December 31, 2024:

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Allowance for discounts 1,161,000 13,487,000 — 13,379,000 1,269,000

Allowance for sales returns

$ 8,045,000 $ 14,223,000 $ — $ 16,796,000 $ 5,472,000

Allowance for sales returns $ 38,238,000 $ 184,895,000 $ 3,360,000 (a) $ 180,022,000 $ 46,471,000

Year ended December 31, 2023:

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Allowance for discounts 1,246,000 12,449,000 — 12,534,000 1,161,000

$ 5,375,000 $ 15,389,000 $ — $ 12,719,000 $ 8,045,000

Allowance for sales returns $ 37,169,000 $ 162,525,000 $ — $ 161,456,000 $ 38,238,000

Year ended December 31, 2022:

Allowance for expected credit losses

Allowance for expected credit losses $ 4,815,000 $ 6,242,000 (b) $ — $ 6,928,000 $ 4,129,000

Allowance for discounts 1,355,000 13,456,000 — 13,565,000 1,246,000

$ 6,170,000 $ 19,698,000 $ — $ 20,493,000 $ 5,375,000

Allowance for sales returns $ 42,412,000 $ 152,985,000 $ — $ 158,228,000 $ 37,169,000

Includes a $ 7

million charge relating to one of our customers that filed a petition for bankruptcy in January 2023.

(a) Allowances acquired through acquisition

(b) Includes a $ 7 million charge relating to one of our customers that filed a petition for bankruptcy in January 2023.

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