GPC 2017 Annual Report

ITEM 11. EXECUTIVE COMPENSATION. Information required by this item is set forth under the headings “Executive Compensation”, “Additional Information Regarding Executive Compensation”, “2017 Grants of Plan-Based Awards”, “2017 Outstanding Equity Awards at Fiscal Year-End”, “2017 Option Exercises and Stock Vested”, “2017 Pension Benefits”, “2017 Nonqualified Deferred Compensation”, “Post Termination Payments and Benefits”, “Compensation, Nominating and Governance Committee Report”, “Compensation, Nominating and Governance Committee Interlocks and Insider Participation” and “Compensation of Directors” of the Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Certain information required by this item is set forth below. Additional information required by this item is set forth under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” of the Proxy Statement and is incorporated herein by reference. Equity Compensation Plan Information The following table gives information as of December 31, 2017 about the common stock that may be issued under all of the Company’s existing equity compensation plans: Plan Category (a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1) (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Equity Compensation Plans Approved by Shareholders: . . . . . . . . . . . . . . . . . . . . . . 2,579,696(2) $75.17 — 1,619,932(3) $94.76 8,367,665(5) Equity Compensation Plans Not Approved by Shareholders: . . . . . . . . . . . . . . . . . . . . 96,630(4) n/a 903,370 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,296,258 — 9,271,035 (1) Reflects the maximum number of shares issuable pursuant to the exercise or conversion of stock options, stock appreciation rights, restricted stock units and common stock equivalents. The actual number of shares issued upon exercise of stock appreciation rights is calculated based on the excess of fair market value of our common stock on date of exercise and the grant price of the stock appreciation rights. (2) Genuine Parts Company 2006 Long-Term Incentive Plan (3) Genuine Parts Company 2015 Incentive Plan (4) Genuine Parts Company Directors’ Deferred Compensation Plan, as amended (5) All of these shares are available for issuance pursuant to grants of full-value stock awards. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE . Information required by this item is set forth under the headings “Corporate Governance — Independent Directors” and “Transactions with Related Persons” of the Proxy Statement and is incorporated herein by refer- ence. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Information required by this item is set forth under the heading “Proposal 3. Ratification of Selection of Independent Auditors” of the Proxy Statement and is incorporated herein by reference. 36

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