8-KThe WireRed Alert
Executive Change
Filed Dec 15, 2021 · 4y ago · Accession 0001140361-21-041699
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): December 14, 2021
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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐
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 ☐
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. ☐
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2021, the Board of Directors of Standard Motor Products, Inc. (the “Company”) increased the size of the Board from nine directors to ten and appointed Pamela
Puryear, Ph.D., as a new director to the Board. Dr. Puryear will serve until the next election of directors at the Company’s 2022 annual meeting of shareholders. Dr. Puryear has joined the Company’s Board as an independent director, and will
serve as a member of the Audit Committee, Compensation and Management Development Committee, Nominating and Corporate Governance Committee, and Strategic Planning Committee. There is no arrangement or understanding between Dr. Puryear and any
other person pursuant to which Dr. Puryear was appointed as a director of the Company. There are no transactions that are required to be disclosed pursuant to Item 404(a) of Regulation S-K in connection with the appointment of Dr. Puryear to the
Board.
Dr. Puryear is eligible to participate in all compensation plans available to the Company’s other independent directors, including the Standard Motor Products, Inc. Amended and
Restated 2016 Omnibus Incentive Plan (the “Plan”). In connection with her appointment, Dr. Puryear will receive a restricted stock award under the Plan for 440 shares of the Company’s common stock, and an award of the Company’s common stock
valued at $24,200, representing, on a pro rata basis, the equity grants and awards paid by the Company to our other independent directors in 2021.
On December 15, 2021, the Company issued a press release announcing the appointment of Dr. Puryear as a new director. A copy of such press release is furnished as Exhibit 99.1
hereto.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
99.1
Press release dated December 15, 2021 announcing the appointment of Pamela Puryear as a new director to the Board of Directors of Standard Motor Products, Inc.
104
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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: December 15, 2021
3
Exhibit Index
Exhibit No.
Description
99.1
Press release dated December 15, 2021 announcing the appointment of Pamela Puryear as a new director to the Board of
Directors of Standard Motor Products, Inc.
104
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Filing details
- Ticker
- SMP
- CIK
- 93389
- Form type
- 8-K
- Filing date
- Dec 15, 2021
- Report date
- Dec 14, 2021
- Document
- brhc10031886_8k.htm
- Size
- 327 KB