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8-K - LIVE FILING - GENUINE PARTS COhtm_54852.htm

Proposal 1: Election of Directors.

                         
Name   For Votes   Withheld Votes   Broker Non-Votes
Elizabeth W. Camp
  118,524,200   961,549   15,754,230
Paul D. Donahue
  118,752,230   733,518   15,754,230
Gary P. Fayard
  118,499,979   985,770   15,754,230
Thomas C. Gallagher
  117,396,317   2,089,432   15,754,230
John R. Holder
  118,487,941   997,807   15,754,230
Donna W. Hyland
  118,566,667   919,081   15,754,230
John D. Johns
  114,312,911   5,172,837   15,754,230
Robert C. Loudermilk, Jr.
  118,476,487   1,009,262   15,754,230
Wendy B. Needham
  117,559,719   1,926,029   15,754,230
Jerry W. Nix
  118,277,293   1,208,456   15,754,230
E. Jenner Wood III
  117,944,030   1,541,719   15,754,230

Proposal 2: Advisory Vote on Executive Compensation.

The shareholders approved the compensation of the Company’s executive officers, including the Company’s compensation practices and principles and their implementation. The holders of 114,979,675 shares of Common Stock voted in favor of the proposal, holders of 3,899,332 shares voted against, holders of 606,741 shares abstained, and there were 15,754,230 broker non-votes.

Proposal 3: Frequency of Shareholders’ Vote on Executive Compensation.

The shareholders approved the frequency of the shareholders’ vote on the compensation of the Company’s executive officers to be every year. The holders of 102,637,406 shares of Common Stock voted in favor of approving the executive officers’ compensation every year, holders of 347,352 shares of Common Stock voted in favor of approving the executive officers’ compensation every two years and holders of 16,091,519 shares of Common Stock voted in favor of approving the executive officers’ compensation every three years. Holders of 409,472 shares abstained, and there were 15,754,230 broker non-votes.

Proposal 4: Ratification of Selection of Independent Auditors.

The shareholders ratified the selection of Ernst & Young LLP as independent auditors of the Company for 2017. The holders of 129,193,881 shares of Common Stock voted in favor of the ratification, holders of 5,842,085 shares voted against, holders of 204,013 shares abstained, and there were no broker non-votes.