Standard Motor Products (SMP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, with virtual participation and voting options for shareholders.

• Shareholders will vote on the election of eight directors, approval of a new omnibus incentive plan, ratification of KPMG LLP as auditor, and a non-binding say-on-pay resolution.

• The 2025 Omnibus Incentive Plan aims to align employee, director, and shareholder interests through equity-based compensation, replacing prior plans.

• The company emphasizes sustainability, culture, and engagement, linking executive compensation to these initiatives.

Voting matters and shareholder proposals

• Proposals include electing eight directors, approving the 2025 Omnibus Incentive Plan, ratifying KPMG LLP as auditor, and an advisory vote on executive compensation.

• Board recommends voting “For” all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 16, 2025.

Board of directors and corporate governance

• Board consists of eight nominees with diverse skills in management, finance, automotive, IT, and sustainability.

• 75% of directors are independent; average tenure is 8 years; average age is 62; 50% diversity in gender or ethnicity.

• Board committees include Audit, Compensation, Governance, and Strategic Planning, all chaired by independent directors.

• Annual self-evaluation and risk oversight processes are in place.

• Code of Ethics and Whistleblower Policy apply to all employees and directors.