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 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
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 | | |
Exhibit Index
| Exhibit No. | | Description |
| | | |
| 99.1 | | |
| | | |
| 104 | | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
