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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-23 · 46 added, 21 removed, 146 unchanged (31% of the section changed)

CONTROLS AND PROCEDURES (Continued)

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, 2022.

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 .

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, 2022.

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, 2022 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.

18 unchanged sentences

Beneficial Owners and Management.”

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference to the information in our 2023 Proxy Statement set forth under the captions “Corporate Governance” and “Executive Compensation and Related Information.

4 unchanged sentences

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

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 following financial schedule and related report for the years 2022, 2021 and 2020 is submitted herewith:

6 unchanged sentences

EXHIBIT INDEX

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 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

2 unchanged sentences

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.

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

9 unchanged sentences

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).

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).

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

1 unchanged sentence

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

STANDARD MOTOR PRODUCTS, INC.

AND SUBSIDIARIES

EXHIBIT INDEX

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

9 unchanged sentences

STANDARD MOTOR PRODUCTS, INC.

AND SUBSIDIARIES

EXHIBIT INDEX

Standard Motor Products, Inc.

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

4 unchanged sentences

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).

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

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).

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.

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).

List of Subsidiaries of Standard Motor Products, Inc.

38 unchanged sentences

February 22, 2023

Chief Operating Officer

February 22, 2023

/s/ Lawrence I.

1 unchanged sentence

February 22, 2023

Gethin, Director

/s/ Alejandro C.

Capparelli, Director

February 22, 2023

16 unchanged sentences

Turner, Director

February 23, 2022

/s/ Richard S.

Ward, Director

STANDARD MOTOR PRODUCTS, INC.

14 unchanged sentences

Allowance for sales returns

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