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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2023

STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)

New York
001-04743
11-1362020
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employee Identification Number)

37-18 Northern Boulevard, Long Island City, New York 11101
(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: 718-392-0200

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $2.00 per share
SMP
New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07.
Submission of Matters to a Vote of Security Holders

On May 18, 2023, Standard Motor Products, Inc. (the “Company”) held its Annual Meeting of Shareholders. The Company is providing the following information regarding the results of the matters voted on by shareholders at the Annual Meeting:

(a)
Election of eight Directors to serve for the ensuing year and until their successors are elected:

Director Nominee
Votes For
Votes Withheld
Broker Non-Votes
James J. Burke
17,163,620
717,278
2,339,374
Alejandro C. Capparelli
17,498,631
382,267
2,339,374
Pamela Forbes Lieberman
16,827,825
1,053,073
2,339,374
Patrick S. McClymont
17,499,784
381,114
2,339,374
Joseph W. McDonnell
17,319,676
561,222
2,339,374
Alisa C. Norris
17,381,860
499,038
2,339,374
Pamela S. Puryear, Ph.D.
17,479,878
401,020
2,339,374
Eric P. Sills
17,398,320
482,578
2,339,374

(b)
Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:

Votes For
Votes Against
Abstain
19,575,403
106,533
538,336

(c)
Approval of a non-binding, advisory resolution on the compensation of the Company’s named executive officers:

Votes For
Votes Against
Abstain
Broker Non-Votes
17,586,142
177,267
117,489
2,339,374

(d)
Approval of a non-binding, advisory resolution on the frequency of future advisory votes on the compensation of our named executive officers:

1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
16,446,865
24,545
1,373,380
36,108
2,339,374

Based on these results, the Board has determined to accept our shareholders’ expressed preference for an annual vote on executive compensation.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits.

104
Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
STANDARD MOTOR PRODUCTS, INC.
     
 
By:
/s/ Nathan R. Iles
   
Nathan R. Iles
   
Chief Financial Officer
     
Date: May 24, 2023
    

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Exhibit Index

Exhibit
No.
  
Description
     
     
104
  
Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.


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