Genuine Parts Company (NYSE:GPC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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.
3.2 Amended and Restated By-Laws of Genuine Parts Company
99.1 Press Release dated November19, 2018
GENUINE PARTS CO ExhibitEX-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,…To view the full exhibit click
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.