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 23, 2023
GENUINE PARTS COMPANY
(Exact name of registrant as specified in its charter)
GA | 001-05690 | 58-0254510 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2999 WILDWOOD PARKWAY, ATLANTA, GA |
30339 | |
(Address of principal executive offices) | (Zip Code) |
(678) 934-5000
Registrant’s telephone number, including area code
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 (see General Instruction A.2. below):
☐ | 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 CF.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 |
Name of each exchange on which registered |
||
Common Stock, $1.00 par value per share | GPC | New York Stock Exchange |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 23, 2023, Genuine Parts Company (the “Company”) announced changes to the alignment of the Company’s leadership in North America as part of ongoing talent initiatives and succession planning. Randall P. Breaux will be promoted to the newly-created role of Group President, GPC North America, effective as of July 1, 2023 (the “Effective Date”). In his expanded role, Mr. Breaux will be responsible for overseeing both of the Company’s automotive and industrials businesses across North America. In addition, Kevin E. Herron, currently President of the Company’s U.S. Automotive Group, will be retiring from his position effective as of the Effective Date, but will remain an employee of the Company through December 31, 2023 in order to assist in an orderly transition.
Mr. Breaux, 61, has served as President of the Company’s wholly-owned subsidiary, Motion Industries, Inc. (“Motion”), since January 2019. Mr. Breaux has served in various leadership positions for Motion since joining the Company in May 2011, including serving as Motion’s Executive Vice President of Marketing, Distribution, and Strategic Planning from January 2018 to December 2018 and as Motion’s Senior Vice President of Marketing, Distribution, and Purchasing from December 2015 to December 2017.
In connection with Mr. Breaux’s promotion, Mr. Breaux will be receiving an annual base salary of $700,000 and an annual bonus target for fiscal year 2023 of 100% of his base salary, in each case, pro-rated as of the Effective Date. No changes were made to Mr. Breaux’s long-term incentive compensation for fiscal year 2023 in connection with his promotion.
There are no arrangements or understandings between Mr. Breaux and any other person pursuant to which Mr. Breaux was selected as an officer, there are no family relationships between Mr. Breaux and any director or other officer of the Company, and there are no transactions in which the Company is a party and in which Mr. Breaux has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 7.01 | Regulation FD Disclosure. |
On May 23, 2023, the Company issued a press release announcing the Company’s leadership changes described above. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description |
|
99.1 | Press Release, dated May 23, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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Genuine Parts Company | |||||
May 23, 2023 | By: | /s/ Bert Nappier |
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|
Name: | Bert Nappier | ||||
|
Title: | Executive Vice President and CFO |
Exhibit 99.1
www.genpt.com | ||||
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News Release
May 23, 2023
FOR IMMEDIATE RELEASE
Genuine Parts Company Announces Executive Officer Changes
Kevin Herron to Retire as President, U.S. Automotive Group
Randy Breaux Promoted to Group President, GPC North America
ATLANTA – Genuine Parts Company (NYSE: GPC) announced that Kevin Herron, President, U.S. Automotive Group (USAG) will retire at the end of 2023 after a distinguished 34-year career with the company. The company also announced Randy Breaux’s promotion from President, Motion to the newly created role of Group President, GPC North America, effective July 1, 2023. Mr. Herron will serve in an advisory role until his retirement to assist in an orderly and seamless transition.
“Kevin has been an invaluable asset to GPC throughout his 34 years of dedicated service to the company, including the last five years as President of USAG,” said Paul Donahue, Chairman and CEO. “He embodies GPC’s values. He is a caring leader who always puts customers and people first, and his work ethic and automotive industry knowledge are unmatched. We extend our deepest gratitude for his commitment and wish him the best in his well-deserved retirement.”
Mr. Breaux joined Motion in 2011 as Senior Vice President of Marketing, Distribution, Purchasing and Strategic Planning. He was promoted to Executive Vice President in January 2018 and then President in January 2019. Over the past five years, Mr. Breaux has led the impressive transformation of Motion, including the strategic acquisition of Kaman Distribution Group (KDG). He established a strategic vision, developed a high-performing team and culture, and delivered consistent and exceptional performance each year.
In the new role, Mr. Breaux will oversee both the automotive and industrial businesses across North America, while assuming day-to-day responsibility as President of USAG. He will continue to report to Will Stengel, President and Chief Operating Officer.
“We are thrilled to announce the promotion of Randy to the new role of Group President, GPC North America,” Mr. Donahue continued. “He has consistently demonstrated an ability to lead high-performing teams and deliver outstanding results. Randy’s leadership and relevant expertise make him the ideal candidate for this role. This transition also represents the depth of our leadership team and our talent initiatives as we continue to foster the power of One GPC.”
About Genuine Parts Company
Founded in 1928, Genuine Parts Company is a global service organization engaged in the distribution of automotive and industrial replacement parts. The company’s Automotive Parts Group distributes automotive replacement parts in the U.S., Canada, Mexico, Australasia, France, the U.K., Ireland, Germany, Poland, the Netherlands, Belgium, Spain and Portugal. The company’s Industrial Parts Group distributes industrial replacement parts in the U.S., Canada, Mexico and Australasia. In total, the company serves its global customers from an extensive network of more than 10,000 locations in 17 countries and has approximately 58,000 employees. Further information is available at www.genpt.com.
Investor Contact: | Media Contact: | |
Sid Jones (678) 934-5628 | Heather Ross (678) 934-5220 | |
Senior Vice President—Investor Relations | Vice President—Strategic Communications |
Source: Genuine Parts Company