Genuine Parts Company (NYSE:GPC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Genuine Parts Company (NYSE:GPC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On November 19, 2018, the Board of Directors (the “Board”) of Genuine Parts Company (NYSE: GPC) (the “Company”) adopted and approved certain amendments to the Company’s by-laws (as amended and restated, the “By-Laws”), effective immediately upon approval by the Board. The primary reason for the amendments was the implementation of proxy access. The By-Laws include a new Article Two, Section 2.10, which permits a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding stock continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of 20% of the Board or at least two directors, provided that the requirements set forth in the By-Laws are satisfied. In addition, the By-Laws were amended to make a number of other clarifying and conforming changes.

The above description is qualified in its entirety by reference to the full text of the By-Laws of the Company (as amended and restated effective November 19, 2018), attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On November 19, 2018, the Board of Directors of Genuine Parts Company declared a regular quarterly cash dividend of seventy two cents ($0.72) per share on the Company’s common stock. The dividend is payable January 1, 2019 to shareholders of record November 5, 2018.

A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.2 Amended and Restated By-Laws of Genuine Parts Company

99.1 Press Release dated November19, 2018


GENUINE PARTS CO Exhibit
EX-3.2 2 a1118amendedandrestatedbyl.htm EXHIBIT 3.2 Exhibit _________________________________________________________________ AMENDED AND RESTATEDBY-LAWS OFGENUINE PARTS COMPANY _________________________________________________________________         AMENDED AND RESTATEDBY-LAWS OFGENUINE PARTS COMPANYTABLE OF CONTENTS  ARTICLE ONE – OFFICES1.1Registered Office and Registered Agent 1.2Other Offices       ARTICLE TWO – SHAREHOLDERS’ MEETINGS2.1Place of Meetings 2.2Annual Meeting 2.3Special Meetings 2.4Voting of Shares 2.5Notice of Meetings 2.6Quorum 2.7Proxies 2.8Adjournments 2.9Conduct of Meetings 2.10Proxy Access for Director Nominations      ARTICLE THREE – BOARD OF DIRECTORS3.1Powers 3.2Retirement of Directors 3.3Compensation 3.4Certain Nomination Requirements 3.5Other ARTICLE FOUR – MEETINGS OF THE BOARD OF DIRECTORS4.1Regular Meetings 4.2Special Meetings 4.3Quorum 4.4Vote Required for Action 4.5Action by Directors Without a Meeting iARTICLE FIVE – COMMITTEES5.1Appointment of Executive Committee 5.2Procedures of Executive Committee 5.3Other Committees 5.4Action by Committee 5.5Alternate Members 5.6Removal and Vacancies ARTICLE SIX – NOTICES6.1Procedure 6.2Waiver ARTICLE SEVEN – OFFICERS7.1Number 7.2Election and Term 7.3Compensation 7.4Removal 7.5Vacancies 7.6Disability of Officers 7.7Chairman of the Board of Directors 7.8Vice Chairman of the Board of Directors 7.9Chief Executive Officer 7.10President 7.11Group Presidents,…
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About Genuine Parts Company (NYSE:GPC)

Genuine Parts Company is a service organization engaged in the distribution of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials. The Company’s segments include Automotive, Industrial, Office Products Group, Electrical/Electronic Materials and Other. The automotive segment distributes replacement parts for all makes and models of automobiles, trucks and other vehicles. The industrial segment distributes a range of industrial bearings, mechanical and fluid power transmission equipment, including hydraulic and pneumatic products, material handling components and related parts and supplies. The office products segment distributes a range of office products, computer supplies, office furniture, and business electronics. The electrical/electronic materials segment distributes a range of electrical/electronic materials, including insulating and conductive materials for use in electronic and electrical apparatus.

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