================================================================================
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 18, 2006
STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 1-4743 11-1362020
(State or Other (Commission File Number) (I.R.S. Employee
Jurisdiction of Incorporation) 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
2006 OMNIBUS INCENTIVE PLAN
On May 18, 2006, the stockholders of the Standard Motor Products, Inc. (the
"Company") approved the Standard Motor Products, Inc. 2006 Omnibus Incentive
Plan (the "Plan") at the Annual Meeting of Stockholders. The Plan was previously
approved by the Company's Board of Directors, subject to shareholder approval.
The Plan became effective upon shareholder approval on May 18, 2006 and shall
terminate ten years from the effective date, unless terminated sooner as
provided for within the Plan. The Plan permits the grant of nonqualified stock
options, incentive stock options, stock appreciation rights, restricted stock,
restricted stock units, performance shares, performance units, cash-based
awards, and other stock-based awards. The maximum number of shares that may be
issued under the Plan is 700,000, subject to adjustment as provided under the
Plan.
The Company's Proxy Statement on Schedule 14A for its 2006 Annual Meeting of
Stockholders as filed with the Securities Exchange Commission on April 18, 2006
includes a copy of the Plan and includes a description of the material terms of
the Plan under the caption "Proposal 2. Approval of 2006 Omnibus Incentive
Plan." The Plan is filed as Exhibit 10.19 to this Form 8-K and is hereby
incorporated by reference.
DIRECTOR COMPENSATION
On May 18, 2006, the Board of Directors of the Company revised its director
compensation arrangement, effective immediately. As amended, independent
directors will be paid a retainer of (1) $35,000, any of which can, at the
discretion of an individual director, be in shares of the Company's common stock
and (2) common stock valued at $20,000, each based on the fair market value of
the Company's common stock on the New York Stock Exchange Market as of the date
of the Company's annual meeting of stockholders. Annual retainer payments are
pro-rated based on the date an independent director joins the Board of Directors
during any year.
The Presiding Independent Director and the Chairmen of the Audit Committee, the
Compensation and Management Development Committee, and the Nominating and
Corporate Governance Committee will each receive a retainer of $20,000, $7,500,
$5,000 and $5,000, respectively. Independent directors will also continue to
receive $1,000 for each Board and committee meeting they attend; provided that
independent directors will receive an additional $1,000 if any Board or
committee meeting or group of meetings extends longer than one day.
The Company reimburses promptly all independent directors for expenses incurred
to attend meetings of the Board or its committees after such expenses are
incurred, and pays promptly the annual retainer after each annual meeting of
stockholders.
In addition, non-independent Directors Arthur S. Sills and Peter J. Sills will
continue to receive $1,000 for each Board meeting they attend, reimbursement for
meeting expenses and will be covered under the Company's medical plan. Lawrence
I. Sills, being an officer of the Company, will not receive any payment for the
fulfillment of his directorial responsibilities.
In addition, pursuant to the Standard Motor Products, Inc. 2006 Omnibus
Incentive Plan, independent directors will each receive an annual restricted
stock grant of 1,000 shares of the Company's common stock.
A copy of the summary sheet outlining the current terms of director compensation
is filed as Exhibit 99.1 hereto and is hereby incorporated by reference.
ITEM 8.01. OTHER EVENTS
STOCK OWNERSHIP GUIDELINES
On May 18, 2006, the Board of Directors of the Company adopted stock ownership
guidelines for executive officers and independent directors of the Company. The
Stock Ownership Guidelines are intended to further align the interests of the
Company's executive officers and independent directors with the interests of the
Company's stockholders and to further promote the Company's commitment to sound
corporate governance. Executive officers of the Company, as identified by a
committee of the Board, are expected to own and hold a number of shares of
Company common stock with a value that represents 50 percent of their base
salary, while independent directors are expected to own and hold a number of
shares with a value that represents two times the amount of their annual
retainer, which retainer is comprised of their annual cash retainer and their
annual stock-based awards.
A copy of the Stock Ownership Guidelines is attached hereto as Exhibit 99.2 and
is hereby incorporated by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.19 Standard Motor Products, Inc. 2006 Omnibus Incentive Plan and
forms of related award agreements (incorporated by reference to
the Company's Registration Statement of Form S-8 (Registration
No. 333-134239) filed on May 18, 2006).
99.1 Summary sheet outlining the terms of director compensation.
99.2 Stock Ownership Guidelines for executive officers and independent
directors.
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 19, 2006
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
------------- -----------
10.19 Standard Motor Products, Inc. 2006 Omnibus Incentive Plan and
forms of related award agreements (incorporated by reference to
the Company's Registration Statement of Form S-8 (Registration
No. 333-134239) filed on May 18, 2006).
99.1 Summary sheet outlining the terms of director compensation.
99.2 Stock Ownership Guidelines for executive officers and independent
directors.