Genuine Parts Company (GPC)
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AGM 2020

Apr 27, 2020

Speaker 1

It's now my pleasure to turn the meeting over to Paul Donahue, Chairman and Chief Executive Officer of Genuine Parts Company. Mr. Donahue, please go ahead.

Speaker 2

Thank you, Holly. Welcome, shareholders and guests. I'm Paul Donahue, Chairman and CEO of Genuine Parts Company. And I'm joined today by Carol Yancey, our EVP and Chief Financial Officer Sid Jones, our Head of Investor Relations and Jennifer Ellis, our Corporate Secretary. This is the 1st year we are holding our annual meeting in a virtual format and we are doing this because of the public health impact of the COVID-nineteen outbreak and our desire to support the health and well-being of our employees, shareholders and all our stakeholders.

We have strived to make the meeting as inclusive as possible by offering our shareholders the same opportunities to participate as provided at our in person meetings. You can rest assured that next year we plan to continue our long standing tradition of in person shareholder meetings. We appreciate your participation today and I will now call the 2020 Annual Shareholder Meeting to order. I'll be serving as the Chairman of the meeting and Jennifer will be serving as the Secretary. I will now turn the meeting over to Jennifer to cover the agenda for today as well as some procedural instructions regarding the question and answer portion of our meeting.

Jennifer?

Speaker 3

Good morning. I echo Paul's welcome to you, our shareholders, and I appreciate you joining us for our 2020 Annual Meeting. The agenda that will govern the order of business of this meeting should appear on your webcast screen as well as a link to the meeting materials and a link to the rules of conduct for the meeting. The rules of conduct will also govern the question and answer session. This morning, we will first hear a brief state of the business update from Paul as well as a financial update from Carol Yancey.

We will then move into the formal part of the meeting and review the 4 proposals that appeared in our 2020 proxy as well as the vote count for each of those proposals. We will then adjourn the meeting and move into the question and answer portion of our time together. If you are a shareholder and wish to ask a question, you could submit your question at any time on the virtual meeting website. We will address questions as stated in the ground rules of conduct and as time permits during the session. For any questions we might not have time to answer, we will post those questions and answers on the Investor page of our website.

The polls for voting and Q and A are open and will close after the presentation of the 4 proposals in our 2020 proxy statement. I would like to advise you that certain statements in today's meeting constitute forward looking statements that are based on our current market, competitive and regulatory expectations and are subject to risks and uncertainties that could cause actual results to vary materially. Please see our latest Form 10 ks and other SEC filings for a discussion of the risks that our businesses face. In today's presentation, we will also use certain non GAAP financial measures, and we refer you to the reconciliations back to the GAAP measures available on the Investor page of our website. Now, please let me turn the meeting back over to Paul to provide you a brief state of the business update.

Paul?

Speaker 2

Thank you, Jennifer. We want to take this opportunity to update our shareholders on the state of the business at Genuine Parts Company. Despite the unprecedented conditions in which we are operating today, our mission is unwavering. GPC remains centered on building a world class service organization and being the employer of choice, the supplier of choice for all of our customers, a valued customer that can consistently demonstrate growth, a good corporate citizen and certainly the investment of choice for all of our shareholders and stakeholders. This focus is the core of our success.

With this mission in mind, our teams were very busy creating value for our stakeholders in 2019. Our financial results for the year reflect the positive impact of our strategic growth initiatives and continued focus on improving our operating performance, maintaining a strong balance sheet, driving meaningful cash flows and effective capital allocation. Our strategic growth initiatives drove $19,400,000,000 in annual revenues representing the 3rd consecutive year of record sales for Genuine Parts Company with positive comparable sales and the benefits of several key acquisitions across our automotive and industrial platforms. Additionally, to further optimize our portfolio, we streamlined our operations with the sale of several non core businesses, including Auto To do in Mexico, EIS and the GCN and Canadian operations of our Business Products Group. In 2019, we also accelerated our initiatives to improve our operating performance.

Our teams executed well and we were successful in increasing our gross margin rate for the 4th consecutive year. In addition, in accordance with our cost savings initiatives announced last October, we took actions to streamline field management layers, restructure field support operations and consolidate facilities across the organization. Finally, we made several key management changes to strengthen the team and create a global transformation office led by Will Stengel. These changes have enhanced the outlook for our businesses and proven especially significant in our efforts to successfully operate through today's COVID-nineteen pandemic. As you are all well aware, the circumstances in which we are operating today have changed dramatically from 2019.

In response to the rapidly evolving COVID-nineteen outbreak, the company has implemented preparedness plans to keep our employees and our customers healthy and safe, as well as to ensure continued operations and business continuity across our global network. Each of our automotive, industrial and business product segments have been classified as essential businesses and our operations remain substantially open to serve our customers through this pandemic. With the exception of France and New Zealand due to preemptive government mandates. Additionally, our supply chain partners have been very supportive and continue to do their part to ensure that service levels to our customers remain strong. We continue to take aggressive and necessary measures to keep our workplaces safe, while also searching for prudent and innovative ways to maintain our high standards of operation.

Protecting our people and keeping our operations up and running remain a top priority. GPC plays an essential role in keeping major facets of our economy and our infrastructure operating and we will continue to challenge ourselves to meet the needs of our customers. We believe the steps we are taking to stabilize our business in these unprecedented times will position the company for strong sales and earnings growth as we exit this global pandemic. I would now like to turn the meeting over to Carol Yancey, who will provide more information on our financial position and liquidity. Carol?

Speaker 4

Thank you, Paul. Extending on Paul's review of 2019, we also continued our long track record of success in achieving our 87th year of sales growth and our 75th year of earnings growth in our 92 year history. In addition, for the 10 year period through 2019, our compounded average growth rate for sales and earnings was 7% and 9%, respectively, and the Board of Directors approved a 4% increase in our 2020 annual dividend, representing our 64th consecutive increase in the cash dividend paid to our shareholders. A few additional highlights for 2019 include continued working capital improvement, the generation of nearly $600,000,000 in free cash flow, the return of $513,000,000 to our shareholders in the form of share repurchases and the dividend, and finally, a 14.2% total shareholder return on your investment, which also represents our 10 year total return to our shareholders. Genuine Parts Company continues to maintain a strong and durable balance sheet and is conserving cash in the current environment by taking steps to reduce our cash outflows associated with capital expenditures and M and A.

We have also temporarily suspended any share repurchase activity. In addition, we have expanded our original $100,000,000 cost saving plan announced last October to include a variety of additional measures to reduce our costs given the changing demand environment associated with COVID-nineteen. Finally, while our current liquidity remains strong with approximately $1,000,000,000 in cash and unused credit as of March 31, 2020, we continue to work with our banking and other partners for alternative forms of financing and to remain in continued compliance with our debt covenants. Through these actions and our ongoing working capital initiatives, the company has the liquidity to operate through these uncertain times as well as to continue to pay the dividend. In closing, as announced on April 6, we plan to release our Q1 results next Wednesday on May 6, and we will hold our earnings conference call at 11 a.

M. That day. We invite you to join us for that update. I'd now like to turn the meeting over to our Secretary and Chairman to conduct a formal part of our shareholder meeting. Jennifer?

Speaker 3

Thank you, Carol. We will now begin the formal portion of our shareholder meeting. The Board of Directors has appointed Computershare to serve as our Inspector of Elections. A list of shareholders as of the record date is available for inspection by shareholders using the registered shareholder list link found on this webcast page. The notice of the meeting and proxy materials were mailed beginning March 3, 2020 to all shareholders of record as of February 18, 2020.

As a result, this meeting is being held pursuant to proper notice. We have received proxies representing more than 90% of the roughly 145,000,000 shares of the company's stock that are eligible to vote. This means we have a quorum present and the meeting is duly constituted and will proceed. Today, we have 3 management proposals and 1 shareholder proposal for you to consider. They were all discussed in the proxy statement.

The first proposal is the election of directors. The following 12 people have been properly nominated by the Board. Ms. Elizabeth Pamp, Mr. Richard Cox, Mr.

Paul Donahue, Mr. Gary Fayard, Mr. Russ Hardin, Mr. John Holder, Ms. Donna Hyland, Mr.

Jon Jon, Mr. Jean Jacques Lafont, Mr. Robin Loudermilk, Ms. Wendy Needham and Mr. Jenner Wood.

I believe Paul would now like to say a few words about our Director nominees.

Speaker 2

Thank you, Jennifer. And yes, I'd like to briefly comment on our slate of nominees, all of whom are listening this morning. And I'd like to start with noting the absence of a nominee who has appeared on our slate of Director nominees for 30 years. After 30 years as a Director and 14 years as Chairman of the Board, Mr. Tom Gallagher has reached the mandatory retirement age and is retiring from the Board of Directors as of today.

Tom has served the company in various positions for 50 years and served as CEO of the company for 12 years. I personally want to thank Tom as does the full Board for the many contributions he has made over the past 50 years to Genuine Parts Company. He has brought tremendous wisdom and judgment as a member of the management of the company and as a Director on our Board. We also want to congratulate Tom for his upcoming induction into the Automotive Hall of Fame, which is a true honor and illustrates its many years of contribution to the automotive business. As mentioned, we've recently added 2 new Board nominees, one who was appointed to the Board in February, Mr.

Richard Cox, Chief Information Officer of Cox Enterprises and Mr. Jean Jacques Lafont, Executive Chairman of our European Automotive Business, who stands for election to the Board today. As part of our ongoing commitment to creating a balanced and effective Board with diverse viewpoints and deep industry expertise, we regularly consider the addition of new directors to infuse new ideas and fresh perspectives to the Board room. This year's Board nominees represent a wide range of backgrounds and experiences. We believe our diversity of experience, skills and backgrounds contribute to the Board's effectiveness in managing risk and providing sound guidance to management.

The Board recommends a vote for each of our Director nominees.

Speaker 3

Thank you, Paul. The second proposal is an advisory vote to approve executive compensation as disclosed in the company's 2020 proxy statement. The Board recommends a vote for this proposal. The 3rd proposal is a ratification of the selection of the company's independent auditor, Ernst and Young LLP for fiscal year 2020. The Board recommends a vote for this proposal.

The 4th item is a shareholder proposal requesting that the company disclose certain information and data related to Human Capital Management. The shareholder proposal and its supporting statements are set forth in the proxy statement. The proposal has been submitted by Aviso. I now recognize Paul Rissman, advisor for Aviso, to present the proposal for a period of up to 3 minutes. Operator, please open Mr.

Rissman's line.

Speaker 1

Mr. Rissman, I hand it to you.

Speaker 5

Thank you, Ms. Ellis. Am I coming through?

Speaker 3

Yes, we hear you just fine.

Speaker 5

Thank you. On behalf of As You Sow, we urge shareholders to vote yes on proposal 4 on the Genuine Parts proxy statement, which asks the company to provide metrics on workforce diversity and labor practices. The proposal makes the following specific request. Resolved, shareholders request that the Board of Directors issue a report to shareholders describing the company's policies, performance and improvement targets related to material human capital risks and opportunities by 180 days after the 2020 annual meeting at reasonable expense and excluding confidential information prepared in consideration of the metrics and guidelines set forth in the Sustainability Accounting Standards Board multiline and specialty retailers and distributor standards provisions on workforce diversity and inclusion and labor practices requirements. Human Capital Management disclosures are garnering attention in Congress and the SEC.

We are requesting Human Capital Management disclosure that is financially material to investor decision making. This disclosure concerns both diversity and inclusion and fair labor practices. We request nothing more than enhanced disclosure concerning financially material human capital management metrics. Investors deserve to be informed of these metrics, so that they can appropriately evaluate the risks to our company from its human capital policies and procedures. Disclosure is the bedrock concept of federal securities law.

The SEC has recognized the increasing materiality of human capital disclosures concerning diversity. Shareholder resolutions regarding diversity and those explicitly referencing EE01 category percentage disclosures receive increasing support over time. In 2018 2019, 14 shareholder proposals requesting EE01 disclosure received on average more than 40% support. Genuine Parts Company opposes issuing financially material disclosure that provides decision useful investor protection as it serves the public interest. We therefore urge a yes vote on Proposal 4 on the 2020 Genuine Parts proxy statement.

Thank you, Ms. Ellis.

Speaker 3

Thank you, Mr. Rissman. The Board recommends a vote against the proposal for the reasons stated in the company's proxy statement. That concludes the matters to be voted on as outlined in our 2020 proxy statement. In accordance with our bylaws, I hereby declare the polls for voting at our 2020 annual meeting closed.

In addition, we have closed the portal for submitting questions. I have received the preliminary voting tabulation from Computershare. And based on that tabulation, I am pleased to report that all 12 director nominees on the ballot have been elected with over 98% of the votes cast. Each will serve until the next Annual Shareholder Meeting and until their successors are elected and qualified. Proposal 2, the advisory vote on executive compensation has been approved by more than 95% of the votes cast.

Proposal 3, the ratification of the company's auditor, Ernst and Young LLP, has been approved by over 96% of the votes cast. Finally, the shareholder proposal on human capital management disclosure was approved, receiving 74 percent of the votes cast. We will report the details of the final voting results on all of these proposals on Form 8 ks that will be filed with the Securities and Exchange Commission within 4 business days. I will now turn the meeting back over to Paul.

Speaker 2

Thank you, Jennifer. We have now completed the formal portion of the meeting, and the 2020 Annual Shareholder Meeting is now adjourned. We thank you for your participation in our virtual shareholder meeting. I would now like to turn the meeting back to Jennifer to begin the Q and A portion of our time together.

Speaker 3

Thank you, Paul. Welcome to the Q and A portion of the meeting. We want to thank you for the questions you submitted. We will try to get to as many as we can. If there are multiple questions on the same topic, we have selected a representative question from those topics to answer.

If we don't get to your question today, we will post the document with responses on the Investor page of our website after the meeting. I will now call on Sid Jones, Head of Investor Relations, to read your questions.

Speaker 2

Thank you, Jennifer. At this time, there are no shareholder questions in the queue. So I'm going to turn it back to Paul for final remarks. All right. Well, thank you, Sid.

We'd like to thank all of you for your participation in today's shareholder meeting. And we thank you for your continued commitment and investment in Genuine Parts Company. We look forward to seeing you in person around this same time next year. Stay safe and stay well. And again, thank you for joining us this morning.

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