Document/ExhibitDescriptionPagesSize
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3: EX-10.35 Material Contract HTML 102K
4: EX-19 Report Furnished to Security Holders HTML 67K
5: EX-21 Subsidiaries List HTML 33K
6: EX-23 Consent of Expert or Counsel HTML 33K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 145K Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
9: EX-32 Certification -- §906 - SOA'02 HTML 33K
16: R1 Cover Page HTML 97K
17: R2 Audit Information HTML 37K
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31: R16 Debt HTML 74K
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34: R19 Leased Properties HTML 65K
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37: R22 Share-Based Compensation HTML 60K
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39: R24 Income Taxes HTML 110K
40: R25 Guarantees HTML 39K
41: R26 Commitments and Contingencies HTML 38K
42: R27 Subsequent Events HTML 35K
43: R28 Pay vs Performance Disclosure HTML 44K
44: R29 Insider Trading Arrangements HTML 38K
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59: R44 Income Taxes (Tables) HTML 113K
60: R45 Summary of Significant Accounting Policies - HTML 137K
Additional Information (Details)
61: R46 Summary of Significant Accounting Policies - HTML 40K
Schedule of Prepaid Expenses and Other Current
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62: R47 Summary of Significant Accounting Policies - HTML 64K
Earning Per Share (Details)
63: R48 Segment Data - Additional Information (Details) HTML 34K
64: R49 Segment Data - Summary of Segment Data (Details) HTML 133K
65: R50 Segment Data - Net Sales by Geographical Region HTML 51K
(Details)
66: R51 Goodwill and Other Intangible Assets - Changes in HTML 63K
Goodwill and Other Identifiable Intangible Assets
(Details)
67: R52 Goodwill and Other Intangible Assets - Additional HTML 42K
information (Details)
68: R53 Goodwill and Other Intangible Assets - Gross HTML 48K
Carrying Amounts and Accumulated Amortization
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69: R54 Goodwill and Other Intangible Assets - Estimated HTML 50K
Other Intangible Assets Amortization Expense
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70: R55 Property, Plant and Equipment (Details) HTML 47K
71: R56 Accounts Receivable Sales Agreement - Additional HTML 39K
Information (Details)
72: R57 Accounts Receivable Sales Agreement - Summary of HTML 35K
Accounts Receivable Sales Agreement Activity and
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74: R59 Debt - Outstanding Amount of Credit Facilities HTML 124K
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75: R60 Debt - Maturity of Credit Facilities (Details) HTML 51K
76: R61 Supply Chain Finance Programs - Additional HTML 37K
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77: R62 Supply Chain Finance Programs - Schedule of HTML 44K
Supplier Finance Program (Details)
78: R63 Derivatives and Hedging - Schedule of Location and HTML 56K
Fair Value Amounts of Derivative Instruments
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79: R64 Derivatives and Hedging - Schedule of Gains HTML 47K
(Losses) Related to Designated Cash Flow Hedges
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80: R65 Leased Properties - Additional Information HTML 45K
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84: R69 Leased Properties - Operating Lease Costs and HTML 39K
Supplemental Cash Flow (Details)
85: R70 Employee Benefit Plans - Additional Information HTML 91K
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Obligation (Details)
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Benefit Obligations (Details)
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Consolidated Balance Sheets (Details)
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Accumulated Other Comprehensive Loss (Details)
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Pension Plans (Details)
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Periodic Benefit (Income) Cost (Details)
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Assets and Benefit Obligations Recognized in Other
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Measuring Net Periodic Benefit (Income) Cost
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100: R85 Acquisitions - Assets Acquired and Liabilities HTML 110K
Assumed (Details)
101: R86 Share-Based Compensation - Additional Information HTML 46K
(Details)
102: R87 Share-Based Compensation - Summary of Company's HTML 59K
Nonvested Share Awards (RSUs) Activity (Details)
103: R88 Share-Based Compensation - Summary of SAR Activity HTML 69K
(Details)
104: R89 Accumulated Other Comprehensive Loss - Changes in HTML 59K
Accumulated Other Comprehensive (Loss) by
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105: R90 Income Taxes - Components of Deferred Tax Assets HTML 66K
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106: R91 Income Taxes - Additional Information (Details) HTML 44K
107: R92 Income Taxes - Components of Income before Income HTML 42K
Taxes (Details)
108: R93 Income Taxes - Components of Income Tax Expense HTML 54K
(Details)
109: R94 Income Taxes - Difference Between Total Tax HTML 52K
Expense and Amount Computed by Applying Statutory
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110: R95 Income Taxes - Reconciliation of Beginning and HTML 46K
Ending Amount of Unrecognized Tax Benefits
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111: R96 Guarantees (Details) HTML 44K
112: R97 Commitments and Contingencies (Details) HTML 59K
113: R98 Subsequent Events - Additional Information HTML 38K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
1. Purpose. The purpose of this Policy is to describe
the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. This Policy is designed to comply with, and will be interpreted in a manner that is consistent with, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 10D of the Securities Exchange Act of 1934 and the listing standards of the Exchange.
2. Administration. This Policy shall be
administered by the Committee. Any determinations made by the Committee shall be final and binding on all affected individuals.
3. Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
(a) “Accounting Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the
Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements, or (ii) that corrects an error
that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
(b) “Board” shall mean the Board of Directors of
the Company.
(c) “Clawback Eligible Incentive Compensation” shall mean, in connection with an Accounting Restatement and with respect to each individual who served as an Executive Officer at any time during the applicable performance period for any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company
Group), all Incentive-based Compensation Received by such Executive Officer (i) on or after the Effective Date, (ii) after beginning service as an Executive Officer, (iii) while the Company has a class of securities listed on a national securities exchange or a national securities association and (iv) during the applicable Clawback Period.
(d) “Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed
fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in
the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
(e) “Committee” shall mean the Compensation Committee of the Board.
(f) “Company”
shall mean Genuine Parts Company, a Georgia corporation.
(g) “Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries.
(h) “Exchange” shall mean NYSE or any other national securities exchange on which the
Company’s securities are listed.
(j) “Erroneously Awarded Compensation” shall mean, with respect to each Executive Officer in connection
with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
(k) “Executive Officer” shall mean (i) the
Company’s current and former president, principal financial officer, principal accounting officer (or if there is no principal accounting officer, the controller), any vice-president in charge of a principal business unit, division or function (such as sales, administration, or finance), any other officer who performs a policy-making function for the Company, or any other person who performs similar policy-making functions for the Company, as determined by the Committee in accordance with Federal securities laws, SEC rules or the rules of any national securities exchange or national securities association on which the Company’s
securities are listed. Identification of an executive officer for purposes of this Policy includes at a minimum executive officers identified pursuant to 17 C.F.R. 229.401(b).
(l) “Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s
financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from
stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
(m) “Incentive-based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-based Compensation does not include: (i) bonuses paid solely at the discretion of the Board or the Committee that are not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal or
solely upon satisfying one or more subjective standards and/or completion of a specified employment period, (ii) non-equity incentive plan awards earned solely upon satisfying one or more strategic or operational measures, (iii) equity awards not contingent upon achieving any financial reporting measure performance goal and vesting is contingent solely upon the completion of a specified employment period and/or attaining one or more non-financial reporting measures or (iv) any Incentive-based Compensation received before the Company had a class of securities listed on a national securities exchange.
(n) “Policy” shall mean this Dodd-Frank Clawback Policy, as the same may be amended and/or restated from time to time.
(o) “Received”
shall, with respect to any Incentive-based Compensation, mean actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if payment or grant of the Incentive-based Compensation occurs after the end of that period.
(p) “Restatement
Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the issuer is required to prepare an Accounting Restatement, or (ii)
the date of court, regulator or other legally authorized body directs the issuer to prepare an Accounting Restatement.
(q) “SEC” shall mean the U.S. Securities and Exchange Commission.
4. Repayment
of Erroneously Awarded Compensation.
(a) In the event of an Accounting Restatement, the Committee shall determine the amount of any Erroneously Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and thereafter, provide each Executive Officer with a written notice containing the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable. For Incentive-based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total
shareholder return upon which the Incentive-based Compensation was Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the Exchange).
(b) The Committee shall take such action as it deems appropriate to recover Erroneously Awarded Compensation reasonably promptly after such obligation is incurred and shall have broad discretion to determine the appropriate means of recovery of such Erroneously Awarded Compensation based on all applicable facts and circumstances. The Committee may seek recoupment in the manner it chooses, in its sole discretion, which may include,
without limitation, one or a combination of the following: (i) direct reimbursement from the Executive Officer of Incentive-based Compensation previously paid, (ii) deduction of the recouped amount from unpaid compensation otherwise owed by the Company to the Executive Officer, (iii) set-off, (iv) rescinding or
cancelling vested or unvested equity or cash based awards, and (v) any other remedial and recovery action permitted by law, as determined by the Committee. For the avoidance of doubt, except as set forth in Section 4(d) below, in no event may the Company Group accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.
(c) To
the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company Group when due (as determined in accordance with Section 4(b) above), the Company shall, or shall cause one or more other members of the Company Group to, take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to
reimburse
the Company Group for any and all expenses reasonably incurred (including legal fees) by the Company Group in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
(d) Notwithstanding
anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section 4(b) above
if the following conditions are met and the Committee determines that recovery would be impracticable:
(i) The direct expenses paid to a third party to assist in enforcing the Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such attempts and provided such documentation to the Exchange.
(ii) Recovery
would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining
that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law,
the Company has obtained an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation and a copy of the opinion is provided to the Exchange; or
(iii) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5. Reporting and Disclosure. The
Company shall file all disclosures with respect to this Policy in accordance with the requirement of the Federal securities laws, including the disclosure required by the applicable SEC filings.
6. Indemnification Prohibition. No member of the Company Group shall be permitted to indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant
to the terms of this Policy, or (ii) any claims relating to the Company Group’s enforcement of its rights under this Policy. Further, no member of the Company Group shall enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that
waives the Company Group’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date).
7. Interpretation. The Committee is authorized to
interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors or other legal representatives.
8. Effective Date.
This Policy shall be effective as of the Effective Date.
9. Amendment; Termination. The Committee may amend this Policy
from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any Federal securities laws, SEC rules or the rules of any national securities
exchange or national securities association on which the Company’s securities are listed. The Committee may terminate this Policy at any time.
Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into
account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any Federal securities laws, SEC rules or the rules of any national securities exchange or national securities association on which the Company’s securities are listed.
10. Other Recoupment Rights. The Committee intends that this Policy will be applied to the fullest extent of the law. This Policy shall be incorporated by reference into and shall apply to all incentive,
bonus, equity, equity-based and compensation plans, agreements, and awards outstanding as of the Effective Date or entered into on or after the Effective Date. In addition, this Policy is intended as a supplement to any other clawback policies in effect now or in the future at the Company. The Committee may also require that any employment agreement, equity award agreement, or any other agreement entered into
on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer
to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to,
and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group under applicable law, regulation or rule or pursuant to any other Company policy
or the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company Group. Notwithstanding the foregoing, to the extent this Policy applies to compensation payable to a person covered by this Policy, it shall be the only clawback policy applicable to such compensation and no other clawback policy shall apply unless such other policy provides that a greater amount of such compensation shall be subject to clawback, in which case such other policy shall apply with respect to the amount in excess of the amount subject to clawback under this Policy.
11. Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries,
heirs, executors, administrators or other legal representatives.
* * *
Dates Referenced Herein and Documents Incorporated by Reference
