Genuine Parts reaches cooperation with Elliott, adds two directors, awards retention RSUs

GENUINE PARTS CO

Appointed Matt Carey (former Home Depot CIO) and Court Carruthers (ex-TricorBraun CEO) to board; directors Holder and Loudermilk retired.
Cooperation agreement with Elliott includes standstill, voting commitments, and information-sharing until Sept 2026.
Board approved $3M RSU retention grant to CEO Stengel and $1.5M each to CFO, CIO, and GC; cliff vest in 3 years.
Adopted severance agreement: 2x salary+bonus for CEO, 1.5x for other NEOs on non-CIC termination; includes non-compete.
Company plans Investor Day in 2026; Elliott states current share price does not reflect true value of businesses.

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