SEC Comment Letter for GENUINE PARTS CO (GPC) (CIK 0000040987) (GPC) — May 28, 2010
GENUINE PARTS CO (GPC) (CIK 0000040987)
Date: May 28, 2010 · CIK: 0000040987 · Accession: 0000000000-10-029993
AI Filing Summary & Sentiment
File numbers found in text: 001-05690
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 May 17, 2010 Via U.S. Mail and Facsimile at 770-956-2207 Thomas C. Gallagher Chairman, President and Chief Executive Officer Genuine Parts Company 2999 Circle 75 Parkway Atlanta, GA 30339 Re: Genuine Parts Company Form 10-K for the fiscal year ended December 31, 2009 Filed February 26, 2010 File No. 001-05690 Definitive Proxy Statement on Schedule 14A Filed February 26, 2010 File No. 001-05690
Dear Mr. Gallagher: We have reviewed your response to our comments issued on April 26, 2010 and have the following additional comment. Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 12 Determination of Appropriate Pay Levels; Pa y Philosophy and Competitive Standing, page
1. We note your response to our prior comme nt 4. Please revise your executive compensation disclosure in future fili ngs to identify all companies in the Comparison Group by name instead of by refe rence to an index and disclose the degree to which the Compensation, No minating and Governance Committee considered such companies comparable to you.
* * * * *
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and that they have provided all information investors
Thomas C. Gallagher Genuine Parts Company May 17, 2010 Page 2
require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. If you have any questions regarding thes e comments, you may contact Julie Rizzo at (202) 551-3574 or me at (202) 551-3750. R e g a r d s , Max A. Webb A s s i s t a n t D i r e c t o r
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561 May 17, 2010
Via U.S. Mail and Facsimile at 770-956-2207
Thomas C. Gallagher Chairman, President and Chief Executive Officer Genuine Parts Company 2999 Circle 75 Parkway Atlanta, GA 30339
Re: Genuine Parts Company
Form 10-K for the fiscal year ended December 31, 2009
Filed February 26, 2010
File No. 001-05690
Definitive Proxy Statement on Schedule 14A Filed February 26, 2010 File No. 001-05690
Dear Mr. Gallagher:
We have reviewed your response to our comments issued on April 26, 2010 and
have the following additional comment.
Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 12
Determination of Appropriate Pay Levels; Pa y Philosophy and Competitive Standing, page
15
1. We note your response to our prior comme nt 4. Please revise your executive
compensation disclosure in future fili ngs to identify all companies in the
Comparison Group by name instead of by refe rence to an index and disclose the
degree to which the Compensation, No minating and Governance Committee
considered such companies comparable to you.
* * * * *
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and that they have provided all information investors
Thomas C. Gallagher
Genuine Parts Company
May 17, 2010
Page 2
require for an informed investment decision. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding thes e comments, you may contact Julie Rizzo at
(202) 551-3574 or me at (202) 551-3750. R e g a r d s ,
Max A. Webb
A s s i s t a n t D i r e c t o r