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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-22 · 33 added, 37 removed, 155 unchanged (31% of the section changed)

6 unchanged sentences

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.

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 .

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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.

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.

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.

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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

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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 2023 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 2024 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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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.

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.

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

2 unchanged sentences

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.

4 unchanged sentences

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).

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).

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

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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.

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.

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).

7 unchanged sentences

Standard Motor Products, Inc.

Clawback Policy, dated as of October 3, 2023.

STANDARD MOTOR PRODUCTS, INC.

AND SUBSIDIARIES

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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.

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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February 22, 2024

Chief Operating Officer

February 22, 2023

/s/ Lawrence I.

Sills, Director

Chief Operating Officer and Director

February 22, 2024

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Puryear, Director

February 22, 2023

/s/ William H.

Turner, Director

STANDARD MOTOR PRODUCTS, INC.

17 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.

What changed 10-K

Item 9A. Controls and Procedures