GENUINE PARTS (GPC)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
GENUINE PARTS · Meeting: April 27, 2026
Directors FOR
4
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Cox has served since 2020, giving him full overlap with the three-year underperformance period; GPC's stock declined roughly 31% over three years while the company's own disclosed peer group rose about 25% on average, a gap of 55.5 percentage points that far exceeds the 20-point trigger for companies with negative absolute returns — the five-year record (GPC +1.9% vs peer median +59.6%, a gap of 57.7pp, exceeding the 20pp threshold) does not provide a mitigating long-term track record, so the AGAINST vote stands.
Mr. Hardin has served since 2017, giving him full overlap with the underperformance period; the same 55.5-percentage-point gap versus the company's own disclosed peer group applies, and the five-year check (57.7pp gap vs peers, above the 20pp threshold) confirms sustained underperformance rather than a temporary trough, so the AGAINST vote stands.
Ms. Hyland has served since 2015, giving her full overlap with the underperformance period; the 55.5-percentage-point shortfall versus the company's own peer group is severe, and the five-year check does not provide relief (57.7pp gap, above the 20pp threshold), so the AGAINST vote stands.
Mr. Lafont has served since 2020, giving him meaningful overlap with the three-year underperformance period; GPC's stock fell roughly 31% while disclosed peers gained 25% on median, a 55.5pp gap well above the 20pp threshold, and the five-year check (57.7pp gap) confirms the underperformance is not a recent aberration, so the AGAINST vote stands.
Ms. Pryor has served since 2021, giving her substantial overlap with the underperformance period; the 55.5pp gap versus the company-disclosed peer group exceeds the 20pp trigger, and the five-year check does not provide a mitigating signal (57.7pp gap above the threshold), so the AGAINST vote stands.
Mr. Rebelez joined in 2023, which means his tenure covers more than 24 months and overlaps with the bulk of the three-year underperformance period; the 55.5pp gap versus disclosed peers exceeds the 20pp trigger, and the five-year check (57.7pp gap) does not provide relief, so the AGAINST vote stands.
Mr. Stengel joined the board in 2024 (more than 24 months ago is not confirmed — proxy states 'Director Since: 2024'), but his tenure as President and COO since 2023 gives him substantial operational overlap with the underperformance period; as CEO and director, he is subject to the same TSR trigger as all other directors under our policy, and the 55.5pp gap versus disclosed peers far exceeds the 20pp threshold for negative absolute TSR — the five-year check does not provide relief (57.7pp gap), so the AGAINST vote stands as a director-accountability signal independent of the Say on Pay vote.
For Analysis
Joined in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; brings strong technology and retail expertise relevant to GPC's digital transformation.
Joined in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; brings deep industrial distribution and operations experience directly relevant to GPC's business.
Joined in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; brings extensive audit, accounting, and SEC reporting expertise valuable to the Audit Committee.
Joined in 2024 and has served fewer than 24 months, making him exempt from the TSR trigger under the new-director rule; brings deep financial and automotive industry expertise as a former CFO of General Motors.
The TSR trigger fires for eight of the eleven nominees: GPC's stock has lost about 31% over three years while the company's own disclosed peer group gained roughly 25% on median — a gap of 55.5 percentage points that far exceeds the 20-point policy threshold applicable to companies with negative absolute returns. The five-year check (GPC +1.9% vs peer median +59.6%, a 57.7pp gap above the 20pp threshold) confirms this is sustained underperformance, not a temporary trough, so no mitigating downgrade applies. Three directors — Carey, Schupmann, and Stevens — are exempt as new directors who joined within the past 24 months and are voted FOR. Carruthers is also exempt and voted FOR. All other nominees who have served long enough to bear accountability for the underperformance period receive AGAINST votes.
Say on Pay
✗ AGAINSTCEO
William P. Stengel
Total Comp
$12,863,479
Prior Support
94%%
The prior Say on Pay vote received strong support (approximately 94%) so no prior-vote concern applies, and the pay structure itself includes meaningful performance conditions (performance stock awards tied to Adjusted EPS and ROIC over three years, with annual incentive payouts below target at 96% of target for the CEO). However, the pay-for-performance alignment check triggers a AGAINST vote: GPC's three-year stock return of negative 31% trails the company's own disclosed peer group median by 55.5 percentage points — a dramatic gap — while the CEO's total compensation of approximately $12.9 million includes above-benchmark variable pay in the form of large equity grants (including a $3 million special retention award) that were granted during a period of severe shareholder value destruction. The core problem is that shareholders lost roughly a third of their investment over three years while peers gained 25%, yet executives received substantial equity grants and retention awards, meaning the incentive structure is not delivering the alignment with shareholder outcomes that variable pay is supposed to provide.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include a structured fee table with specific dollar amounts for audit fees and non-audit fees, and auditor tenure is not disclosed in the available text; per policy, when tenure cannot be confirmed the tenure trigger does not fire, and when fee data is unavailable the non-audit ratio test cannot be applied — accordingly the default FOR vote applies, with the absence of fee and tenure disclosure noted as a minor transparency concern.
Overall Assessment
GPC's 2026 annual meeting presents a ballot dominated by a serious stock performance concern: the company's shares have fallen roughly 31% over three years while its own disclosed peer group rose about 25% on median, a 55.5-percentage-point gap that triggers AGAINST votes for eight of eleven director nominees and a AGAINST vote on executive compensation under the pay-for-performance alignment framework. The auditor ratification receives a default FOR vote as key fee and tenure data were not extractable from the filing text provided.
Compensation Peer Group
24 companies disclosed in 2026 proxy filing