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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-24 · 60 added, 55 removed, 107 unchanged (52% of the section changed)

CONTROLS AND PROCEDURES

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.

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 .

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, 2020.

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.

Attestation Report of Independent Registered Public Accounting Firm .

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, 2020.

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, 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.

CONTROLS AND PROCEDURES (Continued)

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.

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.

OTHER INFORMATION

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.

John Gethin, a director of the Company, pursuant to which Mr.

Gethin will advise the Company’s senior management, primarily in the development of customer relationships and corporate strategy.

In consideration for such services, Mr.

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.

The term of the agreement is for three years, subject to termination by either the Company or Mr.

Gethin at any time on ninety days’ advance written notice.

This agreement supersedes the consulting agreement, entered into in April 2018, between the Company and Mr.

Gethin, which terminated contemporaneously with the Company’s entry into the agreement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

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 2021 Annual Meeting of Stockholders (the “2021 Proxy Statement”) set forth under the captions “Proposal No.

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 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”) set

forth under the captions “Proposal No.

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

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 2021 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 2022 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 2021 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 2022 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

1 unchanged sentence

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.”

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 2022 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.

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

The following financial schedule and related report for the years 2021, 2020 and 2019 is submitted herewith:

7 unchanged sentences

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).

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, 2020).

Amended and Restated Employee Stock Ownership Plan and Trust of Standard Motor Products, Inc., dated as of January 1, 2015 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015).

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.

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, 2021).

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, 2021).

Amended and Restated Employee Stock Ownership Plan and Trust of Standard Motor Products, Inc., dated as of

December 21, 2018.

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).

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).

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).

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).

Purchase and Sale Agreement, dated as of December 21, 2007, between Standard Motors Products, Inc.

and EXII Northern Boulevard Acquisition LLC (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

and EXII Northern Boulevard Acquisition LLC

(incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

Lease Agreement, dated as of March 12, 2008, between Standard Motors Products, Inc.

and 37-18 Northern Boulevard LLC (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

and 37-18 Northern Boulevard LLC (incorporated by reference to

the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

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).

and James Burke (incorporated by

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

STANDARD MOTOR PRODUCTS, INC.

1 unchanged sentence

EXHIBIT INDEX

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).

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).

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).

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.

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).

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).

Amended and Restated Consulting Agreement, dated as of February 23, 2021, between Standard Motor Products, Inc.

(incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020).

List of Subsidiaries of Standard Motor Products, Inc.

26 unchanged sentences

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:

23 unchanged sentences

February 23, 2022

/s/ Pamela S.

Puryear, Ph.D.

Puryear, Director

February 23, 2022

/s/ William H.

3 unchanged sentences

Ward, Director

February 24, 2021

Widmann, Director

STANDARD MOTOR PRODUCTS, INC.

3 unchanged sentences

Year ended December 31, 2021 :

Allowance for doubtful accounts

Allowance for expected credit losses

Allowance for discounts

1 unchanged sentence

Year ended December 31, 2020 :

Allowance for doubtful accounts

Allowance for expected credit losses

Allowance for discounts

1 unchanged sentence

Year ended December 31, 2019 :

Allowance for doubtful accounts

Allowance for expected credit losses

Allowance for discounts

Allowance for sales returns

The other addition to the allowance for sales returns represents the cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of ASU 2014-09, Revenue from Contracts with Customers .

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