15 unchanged sentences
During the quarter ended December 31, 2020 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.
−Removed: We continue to 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.
+Added: 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.
We may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
1 unchanged sentence
OTHER INFORMATION
+Added: In February 2021, the Nominating and Corporate Governance Committee reviewed and approved of the Company’s entry into an amended and restated consulting agreement, dated as of February 23, 2021, with Mr.
+Added: John Gethin, a director of the Company, pursuant to which Mr.
+Added: Gethin will advise the Company’s senior management, primarily in the development of customer relationships and corporate strategy.
+Added: In consideration for such services, Mr.
+Added: Gethin will receive an annual retainer of $50,000 for the first year of the agreement and $25,000 for each of the second and third years of the agreement, and the reimbursement of reasonable and customary out-of-pocket expenses incurred in performing such services.
+Added: The term of the agreement is for three years, subject to termination by either the Company or Mr.
+Added: Gethin at any time on ninety days’ advance written notice.
+Added: This agreement supersedes the consulting agreement, entered into in April 2018, between the Company and Mr.
+Added: Gethin, which terminated contemporaneously with the Company’s entry into the agreement.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 unchanged sentences
The Board of Directors of the Company has adopted a Code of Ethics that applies to all employees, officers and directors of the Company.
−Removed: The Company’s Code of Ethics is available at www.smpcorp.com under “Investor Relations─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.
+Added: 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
4 unchanged sentences
The information required by this Item is incorporated herein by reference to the information in our 2021 Proxy Statement set forth under the captions “Corporate Governance” and “Executive Compensation and Related Information.”
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated herein by reference to the information in our 2021 Proxy Statement set forth under the captions “Audit and Non-Audit Fees.”
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: 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.
7 unchanged sentences
EXHIBIT INDEX
−Removed: Restated By-Laws, dated as of May 23, 1996 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019).
+Added: Restated By-Laws, dated as of April 8, 2020 (incorporated by reference to the Company’s Current Report on Form 8-K filed as of April 9, 2020).
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, 2020).
28 unchanged sentences
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).
−Removed: Consulting Agreement, dated as of April 1, 2018, between Standard Motor Products, Inc.
−Removed: Gethin (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed as of May 4, 2018).
+Added: Amended and Restated Consulting Agreement, dated as of February 23, 2021, between Standard Motor Products, Inc.
List of Subsidiaries of Standard Motor Products, Inc.
19 unchanged sentences
Chief Executive Officer and President
−Removed: Chief Operating Officer
/s/ Nathan R.
4 unchanged sentences
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric P.
−Removed: Sills, James J.
−Removed: Burke and Nathan R.
+Added: 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.
4 unchanged sentences
February 24, 2021
−Removed: Chief Operating Officer
−Removed: February 20, 2020
/s/ Nathan R.
43 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.