Genuine Parts Company (GPC) Proxy Filing summary

Executive summary

• Revenue grew by 3.5% in 2025, with gross margin expansion for the third consecutive year and over $450 million invested in supply chain and technology initiatives.

• Over $560 million was returned to shareholders via dividends, with a 3.2% dividend increase marking the 70th consecutive annual increase.

• The company plans to separate its Automotive and Industrial businesses into two independent, publicly traded companies by Q1 2027.

• Board refreshment included three new independent directors and the retirement of two long-serving members; the Non-Executive Chairman will retire at the 2026 Annual Meeting.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eleven directors, a non-binding advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditors for 2026.

• Shareholders of record as of February 18, 2026, are entitled to vote at the virtual meeting on April 27, 2026.

• Shareholder proposals for the 2027 meeting must be submitted by October 30, 2026, for proxy inclusion.

Board of directors and corporate governance

• Nine of eleven director nominees are independent; board committees are composed exclusively of independent directors.

• The board has a Lead Independent Director and conducts annual self-evaluations and proactive shareholder engagement.

• Board diversity: 6 of 11 directors are diverse by race, gender, or ethnicity; average tenure is 4 years.

• The board has adopted policies on human rights, political contributions, anti-hedging, and anti-pledging.