Standard Motor Products (SMP) 8-K Submission of Matters to a Vote of Security Holders

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 17, 2018

STANDARD MOTOR PRODUCTS, INC.

(Exact Name of Registrant as Specified in its Charter)

New York (State or Other Jurisdiction of Incorporation) 1-4743 (Commission File Number) 11-1362020 (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)).

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 5.07. Submission of Matters to a Vote of Security Holders

On May 17, 2018, Standard Motor Products, Inc. (the “Company”) held its Annual Meeting of Stockholders. The Company is providing the following information regarding the results of the matters voted on by stockholders at the Annual Meeting:

(a) Election of eleven Directors to serve for the ensuing year and until their successors are elected:

Director Nominee	Votes For		Votes Withheld		Broker Non-Votes
John P. Gethin		19,623,692		579,069		2,072,228
Pamela Forbes Lieberman		19,826,519		376,242		2,072,228
Patrick S. McClymont		19,825,642		377,119		2,072,228
Joseph W. McDonnell		19,824,236		378,525		2,072,228
Alisa C. Norris		19,825,545		377,216		2,072,228
Eric P. Sills		20,068,544		134,217		2,072,228
Lawrence I. Sills		19,355,901		846,860		2,072,228
Frederick D. Sturdivant		19,767,102		435,659		2,072,228
William H. Turner		19,767,257		435,504		2,072,228
Richard S. Ward		19,685,278		517,483		2,072,228
Roger M. Widmann		19,768,232		434,529		2,072,228

(b) Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:

Votes For		Votes Against		Abstain
	22,071,613		176,116		27,260

(c) 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
	19,547,085		590,091		65,585		2,072,228

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Item 8.01. Other Events

On May 18, 2018, the Company issued a press release announcing that its Board of Directors has authorized the purchase of up to $20 million of its common stock under a stock repurchase program. Stock will be purchased from time to time, in the open market or through private transactions, as market conditions warrant. 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 May 18, 2018 announcing authorization to purchase common stock under a new stock repurchase program.

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/ James J. Burke
		James J. Burke
		Executive Vice President Finance,
		Chief Financial Officer
Date: May 18, 2018

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Exhibit Index

Exhibit No.	Description
99.1	Press release dated May 18, 2018 announcing authorization to purchase common stock under a new stock repurchase program.

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