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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed May 15, 2025 · 1y ago · Accession 0000093389-25-000038

Plain English

Material event — a significant development the company must disclose promptly.

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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 15, 2025 STANDARD MOTOR PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-04743 11-1362020 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employee Identification Number) 37-18 Northern Boulevard , Long Island City , New York 11101 (Address of Principal Executive Offices, including Zip Code) Registrant’s Telephone Number, including Area Code: 718 - 392-0200 Not Applicable (Former Name or Former Address, if Changed Since Last Report) 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: o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). o     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 Symbol(s) Name of each exchange on which registered Common Stock, par value $2.00 per share SMP New York Stock Exchange LLC 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 o 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. o Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2025 Omnibus Incentive Plan On May 15, 2025, the shareholders of Standard Motor Products, Inc. (the “Company”) approved the Standard Motor Products, Inc. 2025 Omnibus Incentive Plan (the “Plan”) at the Annual Meeting of Shareholders. The Plan was previously approved by the Board of Directors of the Company, subject to shareholder approval. The Plan became effective upon shareholder approval on May 15, 2025, and Plan shall terminate on May 15, 2035, unless terminated sooner as provided for within the Plan. The Plan permits the grant of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. The maximum number of shares that may be issued under the Plan is 1,050,000, subject to adjustment as provided under the Plan. The Company’s Proxy Statement on Schedule 14A for its 2025 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on April 15, 2025, includes a copy of the Plan and a description of the material terms of the Plan under the caption “Proposal No. 2 Approval of the Standard Motor Products, Inc. 2025 Omnibus Incentive Plan.” The Plan is filed as Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference. Item 5.07. Submission of Matters to a Vote of Security Holders On May 15, 2025, the Company held its Annual Meeting of Shareholders. The Company is providing the following information regarding the results of the matters voted on by shareholders at the Annual Meeting: (a)    Election of eight Directors to serve for the ensuing year and until their successors are elected: Director Nominee Votes For Votes Withheld Broker Non-Votes James J. Burke 17,476,958  504,651  2,868,503  Alejandro C. Capparelli 17,588,014  393,595  2,868,503  Pamela Forbes Lieberman 17,291,659  689,950  2,868,503  Patrick S. McClymont 17,593,621  387,988  2,868,503  Joseph W. McDonnell 17,136,616  844,993  2,868,503  Alisa C. Norris 17,194,435  787,174  2,868,503  Pamela S. Puryear, Ph.D. 17,330,468  651,141  2,868,503  Eric P. Sills 17,287,839  693,770  2,868,503  2 (b)    Approval of the Standard Motor Products, Inc. 2025 Omnibus Incentive Plan. Votes For Votes Against Abstain Broker Non-Votes 17,143,242  824,174  14,193  2,868,503  (c)    Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025: Votes For Votes Against Abstain 20,564,463  258,065  27,584  (d) Approval of a non-binding, advisory resolution on the compensation of the Company’s named executive officers: Votes For Votes Against Abstain Broker Non-Votes 17,188,309  753,821  39,479  2,868,503  Item 9.01. Financial Statements and Exhibits. (d)    Exhibits. 10.1 Standard Motor Products, Inc. 2025 Omnibus Incentive Plan and forms of related award agreements (incorporated by reference to the Company’s Registration Statement on Form S-8 (Registration No. 333-287305), filed on May 15, 2025). 104 Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. SIGNATURE 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. STANDARD MOTOR PRODUCTS, INC. By: /s/ Nathan R. Iles Nathan R. Iles Chief Financial Officer Date: May 15, 2025 3 Exhibit Index Exhibit No. Description 10.1 Standard Motor Products, Inc. 2025 Omnibus Incentive Plan and forms of related award agreements (incorporated by reference to the Company’s Registration Statement on Form S-8 (Registration No. 333-287305), filed on May 15, 2025). 104 Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. 4
Filing details
Ticker
SMP
CIK
93389
Form type
8-K
Filing date
May 15, 2025
Report date
May 15, 2025
Document
smp-20250515.htm
Size
176 KB