We hope you will be able to join us for our purpose and the foundation for how we do business.

During 2021, we again demonstrated our adaptability in the face of unprecedented change and are well-positioned to build upon our focused growth and operational momentum. We are pleased to invite you to attend our 2022virtual 2023 Annual Meeting of Shareholders on Thursday, April 28, 2022 at 10:00 a.m. Eastern TimeMonday, May 1, 2023. You will find information about the Meeting, including the matters to hear more about our accomplishmentsbe voted on, in 2021 and our plans and strategic initiatives for 2022. In response to continued public health and safety concerns regarding in-person gatherings due to the global pandemic, the meeting will be held virtually. We have designed the format of the Annual Meeting to ensure that you are afforded the same rights and opportunities to participate as you would at an in-person meeting.

The Notice of the 20222023 Annual Meeting of Shareholders and Proxy Statement. The Meeting will also include a report on the following proxy statement describe the items of business for the meeting. Your vote is very important. Whether or not you plan to attend the 2022 Annual Meeting of Shareholders, we urge you to vote by submitting your proxy over the Internet, by telephone, or by mail.

Company’s performance and operations and a question and answer session. On behalf of our 58,000 teammates and our Board, we thank you for your ownership and interest insupport of Genuine Parts Company.

Paul D. Donahue		John D. Johns
Paul D. Donahue Chairman and CEO		John D. Johns Lead Independent Director

GENUINE PARTS COMPANY

2999 Wildwood ParkwayWILDWOOD PARKWAY

Atlanta, GeorgiaATLANTA, GEORGIA 30339

April 28, 2022MAY 1, 2023

TO THE SHAREHOLDERS OF GENUINE PARTS COMPANY:

The 20222023 Annual Meeting of Shareholders of Genuine Parts Company, a Georgia corporation, will be held virtually on Thursday, the 28th day of April 2022,Monday, May 1, 2023, at 10:00 a.m. eastern time, for the following purposes:

Information relevant to these matters is set forth in the attached proxy statement. Only holders of record of the Company’s common stock at the close of business on February 22, 20222023 will be entitled to vote at the meeting. The live audio webcast of the Annual Meeting will begin promptly at 10:00 a.m. eastern time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting. We encourage you to access the meeting in advance of the designated start time.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 28, 2022.May 1, 2023.

We are pleased to announce that we are delivering your proxy materials for the 20222023 Annual Meeting of Shareholders via the Internet. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a letter to our shareholders notifying them that these materials are available on the Internet and how these materials may be accessed. This letter, which we refer to as our “Notice and Access Letter,” will be mailed to our shareholders on or about March 1, 2022.3, 2023.

Our Notice and Access Letter will instruct you on how to access and review our proxy statement for the 20222023 Annual Meeting of Shareholders and our annual report for the fiscal year ended December 31, 2021.2022. It will instruct you on how you may vote your proxy via the Internet, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice and Access Letter. Unless requested, you will not receive printed proxy materials by mail.

To Attend, Vote, and Participate during the virtual Annual Meeting:

To attend and vote your shares during the virtual Annual Meeting, you will need to log-in to meetnow.global/M7XTLVZMR2WPTW using: (i) for record holders, the 15-digit control number on your proxy card or (ii) for holders who own shares in street name through brokers, the control number issued to you by Computershare pursuant to the registration process described in the following paragraph. If you do not have a control number, you may log-in as a Guest.

For holders who own shares in street name through brokers, you must request and receive a legal proxy in your name reflecting your holdings of GPC stock from the broker, bank, or other nominee that holds your shares, and then you must submit this by email to legalproxy@computershare.com along with your name and email address. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., eastern time, on April 25, 2022.30, 2023. You will receive a confirmation email from Computershare of your registration and a new control number that you can use to participate in the virtual Annual Meeting. If you do not have the control number that you received directly from Computershare, you may attend as a Guest (non-stockholder) but will not have the option to vote or ask questions during the virtual Annual Meeting.

The 2023 Proxy Statement and the 20212022 Annual Report to Shareholders are available at:at: http://www.proxydocs.com/gpc

YOUR VOTE IS IMPORTANT!

ANNUAL MEETING — APRIL 28, 2022May 1, 2023

This proxy statement is being furnished to the shareholders of Genuine Parts Company in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Company’s 20222023 Annual Meeting of Shareholders to be held on Thursday, April 28, 2022,Monday, May 1, 2023, at 10:00 a.m. eastern time and at any reconvened meeting following any adjournment thereof. In response to continued public health concerns regarding in-person gatherings due to the global pandemic and to support the health and well-being of our employees, shareholders, and all our stakeholders, theThe Annual Meeting will be held virtually. To access the virtual meeting, go to meetnow.global/M7XTLVZMR2WPTW and enter a valid control number found on your proxy card, notice of internet availability, or an email previously received from Computershare. If you do not have a control number, you may access the meeting as a Guest.

The live audio webcast of the Annual Meeting will begin promptly at 10:00 a.m. eastern time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting. We encourage you to access the meeting in advance of the designated start time.

We have designed the format of the Annual Meeting to ensure that our shareholders are afforded the same rights and opportunities to participate as they would at an in-person meeting. After the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to answer questions submitted during the meeting that are pertinent to the Company, as time permits, and in accordance with our Ground Rules for Conduct of the Shareholder Meeting. On the day of and during the Annual Meeting, you can view our Ground Rules for Conduct of the Shareholder Meeting and submit any questions on meetnow.global/M7XTLVZ.MR2WPTW. Answers to any questions not addressed during the meeting will be posted following the meeting on the investor page of our website. Questions and answers will be grouped by topic, and substantially similar questions will be answered only once. To promote fairness, efficiently use the Company’s resources, and ensure all shareholder questions are able to be addressed, we will respond to no more than three questions from any single shareholder.

Beginning one hour prior to and during the Annual Meeting, we will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any technical difficulty accessing, or during the virtual meeting, please call 888-724-2416 (U.S.) or +1 781-575-2748 (international) for assistance.

We anticipate that our Notice and Access Letter will first be mailed, and that this proxy statement and the Company’s 20212022 annual report to the shareholders, including consolidated financial statements for the year ended December 31, 20212022 will first be made available to our shareholders, on or about March 1, 2022.3, 2023.

VOTING

Shareholders of record can simplify their voting and reduce the Company’s costs by voting their shares via telephone or the Internet. Instructions for voting via telephone or the Internet are set forth on the enclosed proxy card. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. These procedures enable shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If your shares are held in the name of a bank or broker (in “street name”), the availability of telephone and Internet voting will depend on the voting processes of the applicable bank or broker; therefore, it is recommended that you follow the voting instructions on the form you receive from your bank or broker. If you do not choose to vote by telephone or the Internet, please mark your choices on the enclosed proxy card and then date, sign and return the proxy card at your earliest opportunity.

All proxies properly voted by telephone or the Internet and all properly executed written proxy cards that are delivered to the Company (and not later revoked) will be voted in accordance with instructions given in the proxy. When voting on the election of directors, you may (1) vote FOR all nominees listed in this proxy statement, (2) WITHHOLD AUTHORITY to vote for all nominees, or (3) WITHHOLD AUTHORITY to vote for one or more nominees but vote FOR the other nominees. When voting on the approval of the compensation of the Company’s named executive officers and the ratification of the selection of independent auditors, you may vote FOR or AGAINST the proposal or you may ABSTAIN from voting.

To When voting on the frequency of advisory vote your shares during the virtual Annual Meeting,on executive compensation, you will need to log-in to meetnow.global/M7XTLVZ using: (i) for record holders, the 15-digit control number on your proxy cardmay recommend that a vote should occur (1) EVERY YEAR, (2) EVERY TWO YEARS, (3) EVERY THREE YEARS, or (ii) for holders who own shares(4) you may ABSTAIN from voting.

		2022 2023 Proxy Statement			1

Voting

To vote your shares during the virtual Annual Meeting, you will need to log-in to meetnow.global/MR2WPTW using: (i) for record holders, the 15-digit control number on your proxy card or (ii) for holders who own shares in street name through brokers, the control number issued to you by Computershare pursuant to the registration process described in the following paragraph. If you do not have a control number, you may log-in as a Guest.

For holders who own shares in street name through brokers, you must request and receive a legal proxy in your name reflecting your holdings of GPC stock from the broker, bank, or other nominee that holds your shares, and then you must submit this by email to legalproxy@computershare.com along with your name and email address. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Easterneastern time, on April 25, 2022.30, 2023. You will receive a confirmation email from Computershare of your registration and a new control number that you can use to participate in the virtual Annual Meeting. If you do not have the control number that you received directly from Computershare, you may attend as a Guest (non-stockholder) but will not have the option to vote or ask questions during the virtual Annual Meeting.

If a signed proxy card is received which does not specify a vote or an abstention, the shares represented by that proxy card will be voted FOR all nominees to the Board of Directors listed in this proxy statement, FOR the proposal to approve the compensation of the Company’s named executive officers, for an advisory vote on executive compensation to occur EVERY YEAR, and FOR the ratification of the selection of independent auditors for the fiscal year ending December 31, 2022.2023. The Company is not aware, as of the date hereof, of any matters to be voted upon at the Annual Meeting other than those stated in this proxy statement and the accompanying Notice of 20222023 Annual Meeting of Shareholders. If any other matters are properly brought before the Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented thereby in their discretion.

If you hold your shares in street name and you do not instruct your bank or brokerage firm in accordance with their directions how to vote your shares prior to the date of the Annual Meeting, your bank or brokerage firm cannot vote your shares (referred to as “broker non-votes”) on the following proposals: “Proposal 1 — Election of Directors” andDirectors,” “Proposal 2 — Advisory Vote on Executive Compensation,” and “Proposal 3 — Advisory Vote on Frequency of Advisory Shareholder Vote on Executive Compensation,” and such shares will be considered “broker non-votes” and will not affect the outcome of these votes. However, your bank or brokerage firm may vote your shares in its discretion on “Proposal 34 — Ratification of Selection of Independent Auditors” if you do not provide voting instructions.

A shareholder of record who submits a proxy pursuant to this solicitation may revoke it at any time prior to its exercise at the Annual Meeting. Such revocation may be by delivery of written notice to the Corporate Secretary of the Company at the Company’s address shown above, by delivery of a proxy bearing a later date (including a later vote by telephone or the Internet), or by voting in person at the Annual Meeting. Street name holders may revoke their proxies prior to the Annual Meeting by following the procedures specified by their bank or brokerage firm.

Only holders of record of the Company’s common stock at the close of business on the record date for the Annual Meeting, which is February 22, 2022,2023, are entitled to vote at the Annual Meeting. Persons who hold shares of common stock in street name as of the record date may vote at the Annual Meeting only if they hold a valid proxy from their bank or brokerage firm. At the close of business on February 22, 2022,2023, the Company had 141,946,558140,808,951 shares of common stock outstanding and entitled to vote at the Annual Meeting.

On each proposal presented for a vote at the Annual Meeting, each shareholder is entitled to one vote per share of common stock held as of the record date. A quorum for the purposes of all matters to be voted on shall consist of shareholders representing, in person or by proxy, a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting. Shares represented at the Annual Meeting that are abstained or withheld from voting and broker non-votes will be considered present for purposes of determining a quorum at the Annual Meeting. If less than a majority of the outstanding shares of common stock are represented at the Annual Meeting, a majority of the shares so represented may adjourn the Annual Meeting to another date, time or place to allow for the solicitation of additional proxies or other measures to obtain a quorum.

The vote required for (1) the election of directors, (2) the advisory vote on executive compensation, and (3) the ratification of the selection of independent auditors is the affirmative vote of a majority of the shares of common stock outstanding and entitled to vote on such proposal which are represented at the Annual Meeting. Because

2				2023 Proxy Statement

Voting

votes withheld and abstentions will be considered as present and entitled to vote at the Annual Meeting but will not be voted “for” these proposals, they will have the same effect as votes “against” these proposals. The vote required to determine the frequency of advisory shareholder vote on executive compensation is a plurality of votes cast, which means that the frequency option that receives the most affirmative votes of all the votes cast is the one that will be deemed approved by the shareholders. Abstentions will not affect the outcome of this proposal.

Although the advisory vote on executive compensation is and the frequency of the advisory vote on executive compensation are non-binding as provided by law, the Company’s Board of Directors will review the results of the vote and take it into consideration when making future determinations concerning executive compensation.

		2023 Proxy Statement			3

2				2022 Proxy Statement

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of thirteen directors. The Board has approved the recommendation of its Compensation, Nominating and GovernanceESG Committee to nominate the thirteen director nominees named below, each of whom, if elected, will serve as directors until the 20222024 Annual Meeting and the election and qualification of their successors.

In the event that any nominee is unable to serve (which is not anticipated), the Board of Directors may:

If any incumbent director nominee in an uncontested election should fail to receive the required affirmative vote of the holders of a majority of the shares entitled to vote which are represented at the Annual Meeting, under Georgia law, the director remains in office as a “holdover” director until until his or her successor is elected and qualified or until there is a decrease in the number of directors serving on the Board of Directors. Our Amended and Restated Articles of Incorporation further provide that a director shall serve on the Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, retirement, disqualification, removal from office or death. In the event of a holdover director, the Board of Directors in its discretion may request the director to resign from the Board. If the director resigns, the Board of Directors may:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF ALL OF THE DIRECTOR NOMINEES.

Set forth below is certain information about each of the thirteen director nominees, for director, including the experience, qualifications, attributes and skills that our Board believes makes them well qualified to serve as directors. Information about our director independence requirements, our director nominating process, our board leadership structure, a Board Matrix, and other corporate governance matters can be found in the “Corporate Governance” section.

4				20222023 Proxy Statement

Proposal 1    Election of Directors

NOMINEES FOR DIRECTOR

3

Proposal 1    Election of Directors

4Paul D. Donahue		Background		2022 Proxy Statement Qualifications

Proposal 1    Election of Directors

5

Proposal 1    Election of Directors

6Donna W. Hyland		Background		2022 Proxy Statement Qualifications

Proposal 1    Election of Directors

		2023 Proxy Statement			9

8				2022 Proxy Statement

Proposal 1    Election of Directors

		2022 Proxy Statement			9

Proposal 1    Election of Directors

Board Matrix

EXPERIENCE

Finance/Accounting

●

●

●

●

●

●

●

●

●

●

●

●

Distribution/Supply Chain

●

●

●

●

●

●

●

●

Automotive

●

●

●

●

●

●

●

●

Government/Regulatory

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Legal

●

●

●

●

●

●

●

●

CEO/Leadership

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Technology

●

●

International

●

●

●

●

●

●

●

●

Public Co. Board(s)

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Independent

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

TENURE/AGE/GENDER/DIVERSITY

TENURE/AGE/GENDER/DIVERSITY

TENURE/AGE/GENDER/DIVERSITY

Years on the Board

7

2

10

8

5

11

7

20

2

12

19

1

8

8

3

11

9

6

12

8

21

3

13

20

2

9

Age

69

53

64

69

64

66

60

69

61

61

68

57

69

71

54

65

70

65

67

61

70

62

62

69

58

70

Gender

F

M

M

M

M

M

F

M

M

M

F

F

M

F

M

M

M

M

M

F

M

M

M

F

F

M

Gender/Race/Ethnicity/Nationality

●

●

●

●

●

●

●

●

●

●

●

●

		2022 2023 Proxy Statement			11

CORPORATE GOVERNANCE

Independent Directors

The Company’s common stock is listed on the New York Stock Exchange under the symbol “GPC.” The NYSE requires that a majority of the directors, and all of the members of certain committees of the board of directors be “independent directors,” as defined in the NYSE corporate governance standards. Generally, a director does not qualify as an independent director if the director (or in some cases, members of the director’s immediate family) has, or in the past three years has had, certain material relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board has affirmatively determined that eleven of the thirteen director nominees have no direct or indirect material relationships with the Company that would impair their independence and therefore are independent directors according to the NYSE rules and the Company’s Corporate Governance Guidelines.

The independent directors and director nominees for election at the 2023 Annual Meeting of Shareholders are: Elizabeth W. Camp, Richard Cox, Jr., Gary P. Fayard, P. Russell Hardin, John R. Holder, Donna W. Hyland, John D. Johns, Robert C. “Robin” Loudermilk, Wendy B. Needham, Juliette W. Pryor, and E. Jenner Wood.

Mr. Richard Cox, Jr., a director since 2020, joined Delta Air Lines, Inc. (“Delta”) in August 2022, where he currently serves as Senior Vice President — Reservation Sales and Customer Care. The Company has a long-standing and ordinary course vendor relationship with Delta and, in connection therewith, maintains automotive parts and supply locations on-site at multiple Delta facilities to better serve Delta’s ground vehicles. This relationship was reviewed and considered by the Board and was determined to be immaterial since (i) the amounts involved in this relationship did not exceed the greater of $1 million or 2% of Delta’s consolidated gross revenues, (ii) the Company has had a long-standing relationship with Delta prior to Mr. Cox joining the Company’s Board of Directors in 2020 and (iii) Mr. Cox became a director of the Company in 2020 prior to his joining Delta in 2022.

Governance Highlights — Restructuring of Board Committees

TheOur Board is committed to creating long-term value for our shareholders while operating in an ethical, environmentally sensitive and socially responsible manner. HighlightsIn 2022, our Board took part in a comprehensive and rigorous evaluation to assess the effectiveness of ourthe Board and its Committees. The process was facilitated by a third-party advisor to preserve integrity and anonymity of the Board members and the Company’s senior executives who also participated in the evaluation. The third-party advisor met with each director and several of the Company’s senior leaders who interact frequently with the Board to obtain and compile responses to the evaluation, which included feedback regarding, among other topics, Board performance, Board priorities, Board interactions with management, Board discussion topics, agendas and processes, Board composition, and Board and Committee overall effectiveness.

The results of the evaluation for 2022 were presented to the Board by the third-party advisor, who also served as a facilitator for related discussions, which resulted in several proposed changes to increase the effectiveness of the Board, its Committees and its members as well as to drive clarity on key areas of focus. For example, there was broad agreement that management development and succession planning, as well as Board composition and recruiting, may be better addressed through a division of responsibilities at the Committee-level. Similarly, continued prioritization of ESG matters was determined to be an imperative that could be enhanced even further by segmenting that oversight function to a separate Committee. As a result, the Board determined to split the Compensation, Nominating and Governance Committee into two separate Committees: the Compensation and Human Capital Committee and the Nominating and ESG Committee. This restructuring became effective on January 1, 2023.

As part of its evaluation of how best to affect the Committee restructuring, the Board determined that the new Compensation and Human Capital Committee should retain the compensation oversight responsibilities previously exercised by the Compensation, Nominating and Governance Committee. In addition, this new Committee will discharge the Board’s responsibilities to oversee the Board’s development and succession plans for the CEO, other executive officers and senior management positions, as well as the Company’s strategies and policies related to human capital management, including diversity and inclusion.

Similarly, the Board concluded that the new Nominating and ESG Committee should retain the nominating and corporate governance structure are as follows:responsibilities previously exercised by the Compensation, Nominating and Governance

		Eleven of thirteen directors are independent.
		Four of thirteen directors are female.

12		All Board committees are composed exclusively of independent directors.
		We have a proxy access provision, which makes it possible for shareholders to nominate and include in the Company’s proxy materials a candidate for the Board.
		We have a Lead Independent Director, elected by the independent members of the Board, who is available for consultation and direct communication with our shareholders.
		Independent directors met in executive sessions chaired by the Lead Independent Director at all regularly scheduled Board meetings in 2021.
		All of our directors are elected annually.
		We have a majority vote requirement for uncontested director elections.
		We do not have a poison pill.
		The Board and its Committees conduct annual performance assessments.
		Our executive officers and directors are all subject to robust stock ownership requirements.
		We have instituted anti-hedging and anti-pledging policies.
		We have a Board-adopted Human Rights Policy.
		We have a Political Contributions Policy.
		We conduct annual, proactive shareholder engagement on ESG topics.
		We have exceptionally high meeting attendance by our Directors.2023 Proxy Statement

Corporate Governance Guidelines and Committee Charters

The Board of Directors has adopted Corporate Governance Guidelines that give effect to the NYSE’s requirements related to corporate governance and various other corporate governance matters. The Company’s Corporate Governance Guidelines, as well as the charters of the Compensation and Human Capital Committee, the Nominating and GovernanceESG Committee and the Audit Committee, are available on the Company’s website at www.genpt.com.

12				2022 Proxy Statement

Board Leadership Structure

The Board has strong governance structures and processes in place to ensure the independence of the Board. The Company’s Corporate Governance Guidelines allow the independent directors flexibility to split up or combine the roles of Chairman and CEO. The directors annually review the Board’s leadership structure to determine the structure that is in the best interests of the Company and its shareholders. In 2019, the Board appointed Mr. Donahue, the Company’s Chief Executive Officer to serve as Chairman of the Board. In his position as CEO, Mr. Donahue has primary responsibility for the day-to-day operations of the Company and provides consistent leadership on the Company’s key strategic objectives. In his role as Chairman of the Board, he sets the strategic priorities for the Board (with input from the lead independent director), presides over its meetings and communicates its strategic findings and guidance to management. The Board believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy. The Board further believes that this leadership structure — a combined Chairman of the Board and Chief Executive Officer — is the most effective structure for the Company at this time and is instrumentalimportant in unifying the Company’s strategy behind a single vision. In addition, the deep involvement of the CEO in every aspect of the business allows him the opportunity to identify risks the Company may be facing and, in his role as Chairman, is able to facilitate the Board’s oversight of such risks. The Board believes that this leadership structure is currently the most effective structure for the Company and is in the best interests of its shareholders.shareholders at this time.

As noted earlier, the independent directors have appointed aMr. Johns as the Board’s lead independent director, which provides balance to the Board’s structure. Our lead independent director is responsible for facilitating Board involvement in material matters of the Company, ensuring that the Board is addressing major strategic and operational initiatives, reviewing information to be provided to the Board, consulting with directors, the CEO, and Company management, representing the Board in consultations and direct communications with our shareholders and other key stakeholders, as well as presiding at executive sessions of the Board. With a supermajority of independent directors, an Audit Committee and a Compensation, Nominating and Governance Committee eachall Board Committees composed entirely of independent directors, and a lead independent director to oversee all meetings of the non-management directors, the Company’s Board of Directors is comfortable that its current leadership structure provides for an appropriate balance that best serves the Company and its shareholders. The Board of Directors periodically reviews its leadership structure to ensure that it remains the optimal structure for the Company.

Director Nominating Process

Shareholders may recommend a director nominee by writing to the Corporate Secretary specifying the nominee’s name and the other required information as set forth in the Company’s By-laws. The By-laws require, among other things, that the shareholder making the nomination: (1) notify us in writing no later than the close of business on the 90^th day and no earlier than the close of business on the 120^th day prior to the first anniversary of the date of the Company’s notice of annual meeting sent to shareholders in connection with the previous year’s annual meeting; (2) include certain information about the nominee, including his or her name, occupation and Company share ownership; (3) include certain information about the shareholder proponent and the beneficial owner, if any on whose behalf the nomination is made, including such person or entity’s name, address, Company share ownership and certain other information regarding the relationship between the shareholder and beneficial owner, if applicable, and any derivative or hedging positions in Company securities; and (4) update the

		2022 Proxy Statement			13

Corporate Governance

earlier than October 2, 20225, 2023 and no later than November 1, 20224, 2023 and must satisfy the requirements specified in the Company’s By-laws.

The Company’s Board of Directors has established the following process for the identification and selection of candidates for director. The Compensation, Nominating and GovernanceESG Committee, in consultation with the Chairman of the Board, annually reviews the appropriate experience, skills, background and characteristics required of Board members in the context of the current membership of the Board to determine whether the Board would be enhanced by the addition of one or more directors. This review includes, among other relevant factors in the context of the perceived needs of the Board at that time, issues of experience, reputation, background, judgment, diversity and skills. With regard to diversity, the Board and the Compensation, Nominating and GovernanceESG Committee believe that sound governance of the Company in an increasingly complex international marketplace requires a wide range of viewpoints. As a result, to ensure the Board benefits from diverse perspectives, in any formal search for board candidates the Board shall consider candidates who reflect diverse backgrounds, including diversity of gender and race and/or ethnicity, and in cases where a search firm is retained by the Committee, the Committee will direct the search firm to include in its initial slate of candidates qualified candidates who reflect diverse backgrounds, including diversity of gender and race and/or ethnicity.

If the Compensation, Nominating and GovernanceESG Committee determines that adding a new director is advisable, the Committee initiates a search, working with other directors, management and, if it deems appropriate or necessary, a search firm retained to assist in the search. If a search firm is retained, the Committee will require that the slate of candidates presented must include gender and racially/ethnically diverse candidates. The Compensation, Nominating and GovernanceESG Committee considers all appropriate candidates proposed by management, directors and shareholders. Information regarding potential candidates is presented to the Compensation, Nominating and GovernanceESG Committee, and the Committee evaluates the candidates based on the needs of the Board at that time. Potential candidates are evaluated according to the same criteria, regardless of whether the candidate was recommended by shareholders, the Compensation, Nominating and GovernanceESG Committee, another director, Company management, a search firm or another third party. The Compensation, Nominating and GovernanceESG Committee then submits any recommended candidate(s) to the full Board of Directors for approval and recommendation to the shareholders for approvalelection at the Company’s annual meeting of shareholders.

The Company’s Board of Directors is composed of individuals with diverse experience at policy-making levels in a variety of businesses, as well as in non-profit organizations, in areas that are relevant to the Company’s operations and activities. The Board views diversity broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoint, geographic location, education, skills and expertise, professional and industry experience, and personal characteristics, including age, gender identity, ethnicity, nationality, race, and sexual orientation. The Board believes that a variety and balance of perspectives on the Board results in more thoughtful and robust deliberations, and ultimately, better decisions. Each director was nominated for election at the 2023 Annual Meeting of Shareholders on the basis of the unique experience, background, qualifications, attributes and skills that he or she brings to the Board, as well as how those factors blend with those of the others on the Board as a whole.

Diversity, Equity, and Inclusion

Developing our people and sustaining our culture are important priorities for our Company. We promote a diverse, inclusive, and innovative culture that encourages and embraces change, diverse ideas, and perspectives.

14				2022 Proxy Statement

Corporate Governance

representatives from throughout the organization. The Company’s goal is to increase diversity at all levels from the Board of Directors through management and non-management positions, using internal advancement and promotion as well as external recruitment, hiring and retention of qualified females and minorities.recruitment.

The Company’s ongoing and future DE&IDEI initiatives include:

		Increase the recruitment of diverse talent including expanding relationships with Historically Black Colleges and Universities (HBCU)
		Development, retention and succession planning of employees
		Unconscious bias training to executive and senior leaders, managers and supervisors
		Scholarships to dependents of GPC employees with HBCU students strongly encouraged to apply
		Alignment of corporate giving with DE&I principles and goals
		Collaboration with organizations that support women
		Recruitment and engagement of more women and minorities as owners of NAPA stores
		Company-wide supplier diversity program
		Monthly speaker series that highlights women’s history, Asian history, autism awareness, and lesbian, gay, bisexual, transgender, and queer-plus history, among others
		Formation of Business Resource Groups

Talent Development and Succession Planning

The Compensation Nominating and GovernanceHuman Capital Committee oversees the development and implementation of succession plans for the senior management team. The process includes the CEO, President, and Executive Vice President and Chief Human Resources Officer undertaking a full review of performance and development of senior leaders across the organization, and they then present and discuss with the Compensation Nominating, and GovernanceHuman Capital Committee their evaluations and recommendations for senior management development and succession on a regular basis. The Compensation Nominating and GovernanceHuman Capital Committee also assists the Board with oversight of CEO succession planning. The CEO, President, and the Executive Vice President and Chief Human Resources Officer regularly update the Compensation, Nominating, and Governance Committee on plans for CEO succession,planning and the topic is discussed regularly during the executive session of Compensation Nominating, and GovernanceHuman Capital Committee meetings. While internal candidates are always being trained and developed for potential succession into the CEO role, it is the Company and the Board’s policy, that if an external search firm is ever used for assistance with CEO succession planning, the Committee and/or Board will instruct the search firm to include in its initial slate of candidates qualified people who reflect diverse backgrounds, including diversity of gender and race and/or ethnicity.

		2022 Proxy Statement			15

Corporate Governance Guidelines provide that the Board of Directors shall conduct an annual evaluation to determine, among other matters, whether the Board and the Committees are functioning effectively. The Compensation, Nominating and Governance Committee is responsible for overseeing this self-evaluation process. The Audit Committee and the Compensation, Nominating and Governance Committee are also required to each conduct an annual self-evaluation. Through the performance evaluations, directors review the Board’s and Committees’ performances, including areas where the Board and Committees feel they function effectively, and importantly, areas where the Board and Committees believe they can improve. Evaluation results requiring additional consideration are addressed at subsequent Board and Committee meetings.

The Board, Audit Committee, and Compensation, Nominating and Governance Committee each conducted an annual self-evaluation process during 2021, and feedback from the process was reported to and discussed by the Board. Changes to processes and procedures of the Board and Committees based on such feedback are continuously being implemented and are monitored in future evaluations.

Board Oversight of Risk

The Company’s Board of Directors recognizes that, although risk management is primarily the responsibility of the Company’s management team, the Board plays a critical role in the oversight of risk. The Board believes that an important part of its responsibilities is to assess the major risks the Company faces and review the

		2023 Proxy Statement			17

Corporate Governance

Company’s options for monitoring, mitigating, and controlling these risks. The Board assumes responsibility for the Company’s overall risk assessment.

The Board as a whole examines specific business risks in its regular reviews of the individual business units and also on a Company-wide basis as part of its regular strategic reviews. In addition to periodic reports from twothree committees (discussed below) about risks, the Board receives presentations throughout the year from various business units and management that include discussion of significant risks specific to such business unit. Periodically, at Board meetings, management discusses matters of particular importance or concern, including any significant areas of risk requiring Board attention.

The Audit Committee has specific responsibility for oversight of risks associated with financial accounting and audits, internal control over financial reporting, and information technology and cyber security risk. The Audit Committee monitors and reviews applicable enterprise risks identified as part of the Company’s enterprise risk management program, including the Company’s risk assessment and management policies, the Company’s major financial risk exposure and cyber and information security exposure and the steps taken by management to monitor and mitigate such exposure. The Audit Committee receives regular updates at every Committee meeting specific to the Company’s cyber security program and IT security risk, including descriptions of mitigation and incident response plans and overviews of awareness and training programs. The full Board receives periodic updates from the Audit Committee Chair on cyber security and IT security risk and mitigation strategies and also receives periodic updates directly from the Chief Information and Digital Officer and Chief Information Security Officer.

16				2022 Proxy Statement

Corporate Governance

applicable to all Company teammates and are approved and monitored by the Company’s executive leadership. For more information on our commitment to uphold Human Rights everywhere we do business, we invite you to view our Human Rights policy at: www.genpt.com.www.genpt.com.

Anti-Hedging and Anti-Pledging Policies

Pursuant to our Insider Trading Policy, our directors, officers and employees are prohibited from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company common stock, such as prepaid variable forward contracts, equity swaps, collars, forward sale contracts and exchange funds. Additionally, our directors and executive officers are prohibited from pledging Company stock as collateral for a loan.

		2022 Proxy Statement			17

SUSTAINABILITY PRINCIPLES AND MATERIAL ISSUES

Our Sustainability Report Update, most recently published on September 30, 2021 on the investor page of our website, www.genpt.com, describes key corporate social responsibility and sustainability topics relevant to the Company, our initiatives related to those topics, and our progress with respect to those initiatives. In 2021,2022, in response to feedback from investors and other stakeholders, the Company made several enhancements to our annual Sustainability Report, including specifically addressing our plans to measureprogress in measuring our global carbon footprint and form aoutlining our plan to reduce our carbon emissions, including setting carbon emission reduction targets, as well as sharing our continued progress with respect to diversity, equity, and inclusion. Additionally in 2021, in responseIn 2022 we continued to feedback from key stakeholders, the Company incorporatedincorporate disclosures in accordance with the Task Force on Climate-Related Financial Disclosures framework in addition to its prior and continued use of the Sustainability Accounting Standards Board framework. In 2021, we also published our Political Contributions Policy on the investor page of our website. This policy communicates our commitment to support and encourage our employees to be civically minded and active concerning issues and causes that are important to them, including participation in our democratic process by voting and endorsing candidates and causes they support; however, the policy covers the Company’s longstanding practice of not supporting individual candidates or making donations to political parties or Political Action Committees (PACs). We invite you to review these recent publicationsour 2022 Sustainability Report on www.genpt.com.www.genpt.com.

Highlights from the 2022 Sustainability Report include:

Stakeholder Engagement

Our stakeholders consist of many individuals and groups across our value chain and beyond who are touchedaffected by our activities. We actively engage with internal and external stakeholders through a variety of channels to help us achieve our goal to be a world-class service organization. We strongly believe that the continued success of our

		2022 Proxy Statement			19

Shareholder Engagement Program

In 20212022, we reached out to our top 25 shareholders to get their input on our ESG and sustainability disclosures and initiatives. Our discussions during this engagement program in the areas of corporate governance, executive compensation, and environmental and social responsibility practices have been an important part of our Board discussions and have influenced many decisions in these areas. In response to our 20212022 engagements with our shareholders, we have enhanced our disclosures in areas that are top of mind for them. For example, our 20212022 Sustainability Report, available at www.genpt.com, utilizes the Task Force on Climate-Related Financial Disclosures framework in addition to the Sustainability Accounting Standards Board Framework for Multiline and Specialty Retailers and Distributors. Fromdisclosed our conversations with investors, it was apparent that these two frameworks are the ones they find most valuable when assessing the companies they invest in. Additionally, we are focusing our effortsprocess to measure our global carbon footprint and are developing a strategydiscussed our plans and initiatives to measurably reduce our carbon emissions year over year. We plan to disclose our carbon emission reduction strategy, including emission reduction targets, in our 2022 Sustainability Report. From our engagement sessions, it wasis apparent that carbon emissions iscontinues to be top of mind for many of our investors. Finally, focus onIn addition, diversity, equity, and inclusion was a common topic of discussion on our engagement calls. We plan to continue our work in this areathese important areas and enhancelook forward to reporting on our disclosurescontinued progress in our future reporting. Next year, weWe plan to continue our engagement program with our top shareholders in order to continue to identifybetter understand key perspectives and opportunities of focus in the ESG areas and to continue to enhance our disclosures in the ESG area.areas.

Board Attendance

The Company’s Corporate Governance Guidelines provide that all directors are expected to attend all meetings of the Board and committeesthe Board Committees on which they serve and are also expected to attend the Annual Meeting of Shareholders. During 2021,2022, the Board of Directors held 74 meetings, five regularly scheduled meetings and two special meetings. Two directors missed one meeting; otherwise, all of the directorswhich were attended all of the Board of Director meetings.by our directors. All committee members attended all of the committee meetings on which they served.served, except one committee member missed one committee meeting. All of the Company’s directors attended the Company’s 20212022 Annual Meeting.