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Standard Motor Products (NYSE: SMP) shifts COO role to Sunil Bhandari as James Burke becomes Executive Advisor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Standard Motor Products, Inc. announced a planned leadership transition in its operations team. Long-time Chief Operating Officer James J. Burke will step down as COO effective June 1, 2026, after a 47-year career with the company, and will remain on the Board while serving as Executive Advisor without separate Board pay.

The company appointed Sunil Bhandari as Chief Operations Officer, also effective June 1, 2026. Bhandari brings more than 25 years of global operations experience, most recently from Eaton Corporation. His compensation includes a $550,000 annual base salary, a target annual cash incentive equal to 50% of base salary for 2026, and equity awards under the 2025 Omnibus Incentive Plan totaling $1,000,000 in restricted stock and performance shares. If terminated without cause, he is eligible for 12 months of severance pay at his base rate, a prorated incentive award, and health insurance contribution support for 12 months, along with relocation assistance and standard executive benefits.

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Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New COO base salary $550,000 per year Annual base salary for Sunil Bhandari as Chief Operations Officer
Short-term incentive target 50% of base salary Target annual cash incentive for 2026 under short-term incentive plan
Standard restricted stock award $250,000 Equity grant under 2025 Omnibus Incentive Plan for new COO
Performance share award $250,000 Target value of performance share award for new COO
One-time restricted stock award $500,000 Additional equity award for new COO upon appointment
Severance period 12 months Severance pay duration at current base rate if terminated without cause
Health insurance support 12 months Company contribution to mitigate health insurance cost after without-cause termination
Effective date of leadership change June 1, 2026 Date COO transition and Executive Advisor role begin
Executive Advisor financial
"Mr. Burke will continue to serve as Executive Advisor of the Company and as a member of the Board."
performance share award financial
"a performance share award with a target value equal to $250,000"
A performance share award is a type of executive or employee pay that grants company stock only if predefined performance goals are met over a set period. Think of it as a bonus paid in shares—similar to a savings payout that arrives only if certain targets are hit—so it aligns management incentives with company results and can affect future share count and shareholder value. Investors watch these awards because they influence executive behavior, potential dilution of shares, and signals about expected performance.
2025 Omnibus Incentive Plan financial
"will receive under the Company’s 2025 Omnibus Incentive Plan, a standard restricted stock award"
An omnibus incentive plan is a company-wide program that authorizes awards of pay tied to performance and retention—such as stock options, restricted shares, cash bonuses and other rewards—here labeled for the year it was adopted (2025). Investors care because it affects how much ownership can be issued, dilutes existing shareholders, and aligns executives’ and employees’ incentives with company goals, similar to giving team members a stake in the outcome.
short-term incentive compensation program financial
"annual cash incentive award for 2026 under the Company’s short-term incentive compensation program"
forward-looking statements regulatory
"forward-looking statements made by the company, including those that may be made in this press release"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
safe harbor provisions regulatory
"Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995"
Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.
FALSE000009338900000933892026-05-112026-05-11

UNITED STATES
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 11, 2026
STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
New York
001-04743
11-1362020
(State or Other
Jurisdiction of Incorporation)
(Commission File Number)
(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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $2.00 per shareSMPNew York Stock Exchange LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 5.02(b), (c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Operating Officer

On May 11, 2026, Standard Motor Products, Inc. (the “Company”) issued a press release announcing that James J. Burke, Chief Operating Officer of the Company, has informed the Board of Directors (the “Board”) of the Company of his intention to step down as Chief Operating Officer of the Company, effective June 1, 2026. Mr. Burke will continue to serve as Executive Advisor of the Company and as a member of the Board. As an employee of the Company, Mr. Burke will not receive compensation for his services on the Board. In his role as Executive Advisor, Mr. Burke’s compensation will be similar to that paid for comparable positions at the Company, and he will be eligible to receive standard benefits applicable to all Company employees. A copy of such press release is furnished as Exhibit 99.1 hereto.

Chief Operations Officer Succession

On May 11, 2026, the Company also announced the appointment of Mr. Sunil Bhandari to succeed Mr. Burke as Chief Operations Officer of the Company, effective as of June 1, 2026.

Mr. Bhandari, 46, most recently served as Vice President, Global Aftermarket – Mobility Group at Eaton Corporation plc (“Eaton”). Prior to this position, Mr. Bhandari held various leadership positions at Eaton, serving as Vice President & General Manager – eMobility from 2024 to 2025; Vice President, Global Operations – Manufacturing & Supply Chain, Mobility Group from 2021 to 2024; Vice President, Supply Chain, Vehicle Group & eMobility and Vice President, Global Materials Management and Logistics from 2017 to 2020. Mr. Bhandari holds an M.B.A. from the International Institute for Management Development - Switzerland, a Master’s degree in Manufacturing Systems from the Singapore-MIT Alliance, and a Bachelor of Mechanical Engineering from the University of Madras.

In connection with his appointment, Mr. Bhandari will receive an annual base salary of $550,000, and he will be eligible to receive an annual cash incentive award for 2026 under the Company’s short-term incentive compensation program with a target pay-out equal to 50% of his annual base salary. In addition, subject to the approval of the Compensation and Management Development Committee of the Board of Directors, Mr. Bhandari will receive under the Company’s 2025 Omnibus Incentive Plan, a standard restricted stock award equal in value to $250,000, a performance share award with a target value equal to $250,000, and a one-time, restricted stock award equal in value to $500,000. If Mr. Bhandari is terminated without cause, subject to certain conditions, he will be entitled to receive twelve months’ severance pay at his current base rate of pay, a prorated annual cash incentive award, and a contribution to mitigate the cost of health insurance coverage for twelve months. Mr. Bhandari will also be eligible to receive relocation assistance, and other benefits available to the Company’s executive officers generally, as outlined in the Company’s Definitive Proxy Statement relating to the Company’s Annual Meeting of Shareholders to be held on May 21, 2026.

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Mr. Bhandari will serve as Chief Operations Officer of the Company on an annual basis. There are no transactions that are required to be disclosed pursuant to Item 404(a) of Regulation S-K in connection with Mr. Bhandari’s appointment as Chief Operations Officer of the Company, and there are no arrangements or understandings between Mr. Bhandari and any other person pursuant to which he was selected as Chief Operations Officer of the Company. Mr. Bhandari does not have a family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
99.1Press release dated May 11, 2026, announcing Executive Leadership Changes.
104Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.
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/ Nathan R. Iles
Nathan R. Iles
Chief Financial Officer
Date: May 12, 2026
3


Exhibit Index
Exhibit No.Description
99.1
Press release dated May 11, 2026, announcing Executive Leadership Changes.
104Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.
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Exhibit 99.1
image_0.jpg

For Immediate Release
For more information, contact:
Anthony (Tony) Cristello
Standard Motor Products, Inc.
(972) 316-8107
investors@smpcorp.com
Standard Motor Products, Inc. Announces
Executive Leadership Changes

Mr. James Burke will step down as Chief Operating Officer and assume the role of Executive Advisor. He will remain a member of the Board of Directors.

Mr. Sunil Bhandari will join Standard Motor Products as Chief Operations Officer.

Both changes take effect June 1, 2026.


New York, NY, May 11, 2026......Standard Motor Products, Inc. (NYSE: SMP), a leading automotive parts manufacturer and distributor, announced today Mr. James Burke has informed the Company of his intention to step down from his role as Chief Operating Officer, effective June 1, 2026. Mr. Burke will continue to serve on the leadership team as Executive Advisor, and as a member of the Board of Directors.
Eric Sills, Chairman and Chief Executive Officer, stated, “After 47 years with SMP, Jim has decided to step down from his role as Chief Operating Officer. On behalf of our Board of Directors, leadership team, and all SMP employees, I want to thank Jim for his outstanding



leadership and dedication. Jim’s operational, financial, managerial, and industry expertise has been invaluable, and his impact on our Company is difficult to overstate. We are pleased he will continue to support SMP as Executive Advisor and a member of our Board.
“As Jim begins this next chapter, we are fortunate to benefit from the strong leadership bench and talented employees he has helped develop. We look forward to working with him and continuing to draw on his deep knowledge of our business and industry.”
Mr. Burke commented, “It has been a privilege to spend my career at SMP and to work alongside such a talented and committed team. I’m proud of what we’ve accomplished together and am confident SMP is well-positioned for the future. While I will miss the day-to-day work, I look forward to supporting a smooth transition and continuing to contribute as Executive Advisor.”
SMP is pleased to announce that Mr. Sunil Bhandari will be named Chief Operations Officer, effective June 1, 2026, and will be responsible for all SMP’s operations globally. Mr. Bhandari brings more than 25 years of global business and operations leadership covering general management, manufacturing, distribution, supply chain, and engineering, spanning both OE and aftermarket businesses in the electrical and automotive sectors. He spent the past 14 years at Eaton Corporation plc, holding various leadership roles of increasing scope, most recently serving as Vice President, Global Aftermarket - Mobility Group. Over the years he has lived and worked in North America, Europe and Asia.



Mr. Bhandari holds an M.B.A. from the International Institute for Management Development - Switzerland, a Masters in Manufacturing Systems from Singapore-MIT Alliance, and a Bachelor of Mechanical Engineering from the University of Madras.
Mr. Sills continued, “We look forward to welcoming Sunil Bhandari to SMP as Chief Operations Officer and a member of the executive leadership team. While we will surely miss Jim’s daily contributions, we are excited about Sunil joining the Company. He brings a strong record leading large global teams to deliver disciplined execution across complex organizations, and we are confident that we are well-positioned to deliver long-term value for our customers, employees and shareholders.”

Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Standard Motor Products cautions investors that any forward-looking statements made by the company, including those that may be made in this press release, are based on management’s expectations at the time they are made, but they are subject to risks and uncertainties that may cause actual results, events or performance to differ materially from those contemplated by such forward looking statements. Among the factors that could cause actual results, events or performance to differ materially from those risks and uncertainties discussed in this press release are those detailed from time-to-time in prior press releases and in the company’s filings with the Securities and Exchange Commission, including the company’s annual report on Form 10-K and quarterly reports on Form 10-Q. By making these forward-looking statements, Standard Motor Products undertakes no obligation or intention to update these statements after the date of this release.


FAQ

What executive leadership changes did Standard Motor Products (SMP) announce?

Standard Motor Products announced that James J. Burke will step down as Chief Operating Officer on June 1, 2026, becoming Executive Advisor, while remaining on the Board. Sunil Bhandari will join as Chief Operations Officer on the same date, overseeing global operations.

Who is replacing James Burke as Chief Operations Officer at SMP?

Sunil Bhandari will replace James Burke as Chief Operations Officer effective June 1, 2026. He brings over 25 years of global operations experience, most recently serving as Vice President, Global Aftermarket – Mobility Group at Eaton Corporation plc, with prior leadership roles across supply chain and eMobility.

What is the compensation package for SMP’s new COO, Sunil Bhandari?

Sunil Bhandari will receive a $550,000 annual base salary and a 2026 cash incentive target equal to 50% of base salary. Subject to committee approval, he will also receive $250,000 in restricted stock, $250,000 in performance shares, and a one-time $500,000 restricted stock award.

What severance terms apply if SMP’s new COO is terminated without cause?

If terminated without cause, Sunil Bhandari is entitled to 12 months of severance pay at his current base rate, a prorated annual cash incentive award, and a company contribution toward health insurance coverage costs for 12 months, subject to certain conditions described in his arrangement.

Will James Burke remain involved with Standard Motor Products after stepping down as COO?

Yes. James Burke will continue as an Executive Advisor and remain a member of the Board of Directors after June 1, 2026. As a company employee, he will not receive separate compensation for Board service, but will support leadership through his advisory role.

Filing Exhibits & Attachments

4 documents