Unassociated Document
 
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): May 19, 2011
 
 
STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
New York
(State or Other
Jurisdiction of Incorporation)
1-4743
(Commission File Number)
11-1362020
(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)
 
 
 
 
 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of Standard Motor Products, Inc. (the “Company”), held on May 19, 2011, the Company’s stockholders approved amendments to the Standard Motor Products, Inc. 2006 Omnibus Incentive Plan (the “Incentive Plan”), which, among other things, increase the total number of shares of common stock, par value $2.00 per share, of the Company available under the Incentive Plan from 700,000 to 1,900,000.

A copy of the Incentive Plan, as amended, is filed as Exhibit 10.28 to this Report on Form 8-K.

Item 5.07.  Submission of Matters to a Vote of Security Holders

The Company is providing the following information regarding the results of the matters voted on by stockholders at the Annual Meeting:
 
 
(a) 
Election of nine Directors to serve for the ensuing year and until their successors are elected:
 
Director Nominee
  
Votes For
  
Votes Withheld
  
Broker Non-Votes
Robert M. Gerrity
  
17,185,541
  
91,539
  
3,208,424
Pamela Forbes Lieberman
  
17,202,847
  
74,233
  
3,208,424
Arthur S. Sills
  
17,183,981
  
93,099
  
3,208,424
Lawrence I. Sills
  
17,179,543
  
97,537
  
3,208,424
Peter J. Sills
  
17,183,890
  
93,190
  
3,208,424
Frederick D. Sturdivant
  
17,201,838
  
75,242
  
3,208,424
William H. Turner
  
17,185,816
  
91,264
  
3,208,424
Richard S. Ward
  
17,201,013
  
76,067
  
3,208,424
Roger M. Widmann
  
17,200,938
  
76,142
  
3,208,424
 
 
(b) 
Approval of amendments to the Standard Motor Products, Inc. 2006 Omnibus Incentive Plan:
 
Votes For
Votes Against
Abstain
Broker Non-Votes
16,431,400
825,160
20,519
3,208,425
 
 
(c) 
Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2011:
 
Votes For
Votes Against
Abstain
20,392,577
80,782
12,145
 
 
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(d) 
Approval of a non-binding, advisory resolution on the compensation of the Company’s named executive officers:
 
Votes For
Votes Against
Abstain
Broker Non-Votes
14,339,566
167,918
2,769,594
3,208,426
 
 
(e) 
Approval of a non-binding, advisory resolution on the frequency of future advisory votes on the compensation of the Company’s named executive officers:
 
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
7,734,272
225,257
6,541,976
2,773,162
3,210,837
 
Based on these results, the Board has determined to accept our stockholders expressed preference for an annual vote on executive compensation.
 
Item 9.01.  Financial Statements and Exhibits
 
 
(c) 
Exhibits.
 
 
10.28
Standard Motor Products, Inc. 2006 Omnibus Incentive Plan, as amended (incorporated herein by reference to Appendix A to the Proxy Statement for the Company’s 2011 Annual Meeting of Stockholders held on May 19, 2011).
 
 
 
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/ James J. Burke  
    James J. Burke  
    Vice President Finance, Chief Financial Officer  
       
Date: May 20, 2011
 
 
 
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