GPC 10-K Annual Report Dec. 31, 2024 | Alphaminr
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GPC 10-K Fiscal year ended Dec. 31, 2024

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GENUINE PARTS CO
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PROXIES
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

Exhibit2.1 Interest Purchase Agreement, by and among Ruby Holdings II, LLC, as the company, Ruby Topco LLC, as the Seller, Motion Industries, Inc., as the Buyer and Genuine Parts Company, as the Parent, dated as of December 15, 2021 (Incorporated herein by reference from the company's annual report on Form 10-K dated February 17, 2022.) Exhibit3.1 Amended and Restated Articles of Incorporation of the Company, as amended April23, 2007. (Incorporated herein by reference from the companys current report on Form 8-K, dated April23, 2007.) Exhibit3.2 By-Laws of the company, as amended and restated November 19, 2018. (Incorporated herein by reference from the companys current report on Form 8-K, dated November 19, 2018.) Exhibit4.1 Description of Genuine Parts Company common stock. Exhibit4.3 Indenture, dated October 29, 2020, between the company and U.S. Bank National Association (Incorporated herein by reference from the companys current report on Form 8-K, dated October 27, 2020) Exhibit4.4 Officers Certificate, dated October 29, 2020, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 1.875% Senior Notes due 2030 (Incorporated herein by reference from the companys current report on Form 8-K, dated October 27, 2020) Exhibit4.5 Form of 1.875% Senior Notes due 2030 (included in Exhibit 4.4) Exhibit 4.6 Officers Certificate, dated January 10, 2022, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 1.750% Senior Notes due 2025 and 2.750% Senior Notes due 2032 (incorporated herein by reference from Exhibit 4.2 to the companys current report on Form 8-K dated January 10, 2022) Exhibit 4.7 Form of 1.750% Senior Notes due 2025 (included in Exhibit 4.6) Exhibit 4.8 Form of 2.750% Senior Notes due 2032 (included in Exhibit 4.6) Exhibit 4.9 Officers Certificate, dated November 1, 2023, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 6.500% Senior Notes due 2028 and 6.875% Senior Notes due 2033 (incorporated herein by reference from the companys current report on Form 8-K dated November 1, 2023) Exhibit 4.12 Officers Certificate, dated August 9, 2024, pursuant to Sections 3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth the terms of the 4.950% Senior Notes due 2029 (Incorporated herein by reference from the companys current report on Form 8-K dated August 9, 2024) Exhibit 4.13 Form of 4.950% Senior Notes due 2029 (included in Exhibit 4.12) Exhibit10.1* The Genuine Parts Company Tax-Deferred Savings Plan, effective January1, 1993. (Incorporated herein by reference from the Companys Annual Report on Form 10-K, dated March3, 1995.) Exhibit10.2* Amendment No. 1 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June1, 1996, effective June 1, 1996. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated March 7, 2005.) Exhibit10.3* Amendment No. 2 to the Genuine Parts Company Tax-Deferred Savings Plan, dated April19, 1999, effective April 19, 1999. (Incorporated herein by reference from the companys Annual Report on Form10-K, dated March 10, 2000.) Exhibit10.6* Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 28, 2005, effective January 1, 2006. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated March 3, 2006.) Exhibit10.7* Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November28, 2007, effective January1, 2008. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February29, 2008.) Exhibit10.8* Amendment No. 7 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 16, 2010, effective January 1, 2011. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February 25, 2011.) Exhibit 10.9* Amendment No. 8 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February 26, 2013.) Exhibit10.11* Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated March 10, 2000.) Exhibit10.12* Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February 27, 2009.) Exhibit10.13* Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated August 16, 2010, effective August 16, 2010. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February 25, 2011.) Exhibit10.14* Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated November 16, 2010, effective January 1, 2011. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February 25, 2011.) Exhibit10.15* Amendment No. 3 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated December 7, 2012, effective December 31, 2013. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February 26, 2013.) Exhibit10.17* Amendment No. 1 to the Genuine Parts Company Directors Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February 29, 2008.) Exhibit10.18* Amendment No. 2 to the Genuine Parts Company Directors Deferred Compensation Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February 26, 2013.) Exhibit10.20* Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February 28, 2007.) Exhibit10.21* Amendment No. 2 to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 19, 2007, effective November 19, 2007. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February 29, 2008.) Exhibit10.22* Genuine Parts Company 2015 Incentive Plan, effective November 17, 2014. (Incorporated herein by reference from the companys current report on Form 8-K, dated April 28, 2015.) Exhibit 10.23* Amendment to the Genuine Parts Company 2015 Incentive Plan, effective April 29, 2024 (Incorporated herein by reference from the companys definitive proxy statement, dated March 1, 2024.) Exhibit10.24* Genuine Parts Company Performance Restricted Stock Unit Award Agreement. (Incorporated herein by reference from the companys quarterly report on Form 10-Q, dated May 7, 2014.) Exhibit10.25* Genuine Parts Company Stock Appreciation Rights Agreement. (Incorporated herein by reference from the companys Annual Report on Form 10-K, dated February26, 2013.) Exhibit10.26* Form of Executive Officer Change in Control Agreement. (Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 26, 2015.) Exhibit10.27 Genuine Parts Company Note Purchase Agreement dated October 30, 2017 by and among Genuine Parts Company, J.P. Morgan Securities, LLC and Merill Lynch, Pierce, Fenner & Smith Incorporated, as agents, and the other Lender Parties. (Incorporated herein by reference from the company's Annual Report on Form 10-K dated February 27, 2018.) Exhibit10.28 First Amendment, dated as of May 28, 2019, to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party thereto (Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 19, 2021). Exhibit10.29 Second Amendment, dated as of May 1, 2020, to Genuine Parts Company Note Purchase Agreement dated as of October 30, 2017 by and among Genuine Parts Company and each holder of Original Notes party thereto. (Incorporated herein by reference to the companys quarterly report on Form 10-Q dated July 30, 2020). Exhibit10.30* Genuine Parts Company Form of Restricted Stock Unit Award Certificate. (Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 25, 2019.) Exhibit10.31* Genuine Parts Company Form of Performance Restricted Stock Unit Award Certificate. (Incorporated herein by reference from the company's Annual Report on Form 10-K, dated February 25, 2019.) Exhibit 10.32* Description of Director Compensation (Incorporated herein by reference from the company's quarterly report on Form 10-Q, dated July 22, 2021). Exhibit10.33 Syndicated Facility Agreement dated October 30, 2020 among Genuine Parts Company, UAP, Inc., and Certain Designated Subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, Domestic Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., acting through its Toronto Branch, as Canadian Swing Line Lender and the other Lenders and L/C Issuers party thereto. (Incorporated herein by reference from the company's current report on Form 8-K dated November 2, 2020.) Exhibit10.34 First Amendment, dated as of September 30, 2021, to Genuine Parts Company Syndicated Facility Agreement dated October 30, 2020 among Genuine Parts Company, UAP, Inc., and Certain Designated Subsidiaries as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, Domestic Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., acting through its Toronto Bank, as Canadian Swing Line Lender and the other Lenders and L/C Issuers party thereto. (Incorporated herein by reference from the company's quarterly report on Form 10-Q dated October 21, 2021.) Exhibit 10.35* Offer Letter, dated January 21, 2022 (incorporated herein by reference from Exhibit 10.1 to the companys current report on Form 8-K dated January 25, 2022) Exhibit 10.36* Separation Agreement and General Release between James R. Neill and Genuine Parts Company (Incorporated herein by reference from Exhibit 10.1 to the companys quarterly report on Form 10-Q dated April 18, 2024.) Exhibit 10.37* Consulting Agreement between James R. Neill and Genuine Parts Company, executed April 10, 2024 (Incorporated herein by reference from Exhibit 10.2 to the companys quarterly report on Form 10-Q dated April 18, 2024.) Exhibit10.38 Third Amendment to Genuine Parts Company Syndicated Facility Agreement, dated as of November 17, 2023 made by and among Genuine Parts Company, UAP Inc., a corporation existing under the laws of Quebec (UAP), the other Designated Borrowers party to the Syndicated Facility Agreement (together with the Company and UAP, the Lenders party hereto, and acknowledged by JPMorgan Chase Bank, N.A., acting through its Toronto branch, as Canadian Swing Line Lender, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent) and Domestic Swing Line Lender (Incorporated herein by reference from Exhibit 10.35 to the companys annual report on Form 10-K dated February 22, 2024.) Exhibit 19 Insider Trading Policy for Employees, Contract and/or Temporary Workers, Officers, and Directors of Genuine Parts Company (Incorporated herein by reference from Exhibit 10.35 to the companys annual report on Form 10-K dated February 22, 2024.) Exhibit 21 Subsidiaries of the company. Exhibit23 Consent of Independent Registered Public Accounting Firm. Exhibit31.1 Certification signed by Chief Executive Officer pursuant to SEC Rule 13a-14(a). Exhibit31.2 Certification signed by Chief Financial Officer pursuant to SEC Rule 13a-14(a). Exhibit32# Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer and Chief Financial Officer (furnished herewith) Exhibit 97 Genuine Parts Company Dodd-Frank Clawback Policy (Incorporated herein by reference from Exhibit 10.35 to the companys annual report on Form 10-K dated February 22, 2024.)