UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (616 ) 772-1800
_____________________________________________________________
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☐
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. ☐
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2023, the Company held its 2023 Annual Meeting of the Shareholders. The matters listed and described briefly below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in detail in the Company's Proxy Statement filed on April 6, 2023. The voting results are as follows:
Election of Directors
The following individuals were elected to serve as directors of the Company to hold office for a one (1) year term expiring in 2024:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Mr. Joseph Anderson | 178,245,442 | 16,466,107 | 16,867,576 | |||||||||||||||||
| Ms. Leslie Brown | 166,510,683 | 28,200,866 | 16,867,576 | |||||||||||||||||
| Mr. Garth Deur | 192,778,771 | 1,932,778 | 16,867,576 | |||||||||||||||||
| Mr. Steve Downing | 193,383,027 | 1,328,522 | 16,867,576 | |||||||||||||||||
| Mr. Gary Goode | 165,799,393 | 28,912,156 | 16,867,576 | |||||||||||||||||
| Mr. Richard Schaum | 176,445,007 | 18,266,542 | 16,867,576 | |||||||||||||||||
| Ms. Kathleen Starkoff | 193,400,946 | 1,310,603 | 16,867,576 | |||||||||||||||||
| Mr. Brian Walker | 192,657,284 | 2,054,265 | 16,867,576 | |||||||||||||||||
| Dr. Ling Zang | 192,972,013 | 1,739,536 | 16,867,576 | |||||||||||||||||
Proposal to Ratify the Appointment of Ernst & Young LLP as the Company's Auditors for the Fiscal Year Ended December 31, 2023
The shareholders did ratify the appointment of Ernst & Young LLP to serve as the Company's auditors for the fiscal year ending December 31, 2023:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 197,323,560 | 14,121,304 | 134,261 | ||||||||||||||||||
Proposal to Approve, on an Advisory Basis, the Compensation of the Company's Named Executive Officers
The shareholders did approve, on an advisory basis, the compensation of the Company's named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 183,130,116 | 10,388,321 | 1,193,112 | 16,867,576 | |||||||||||||||||
Proposal to Determine, on an Advisory Basis, Whether Shareholder Advisory Votes on Named Executive Officer Compensation Shall Occur Every One, Two, or Three Years
The shareholders did determine, on an advisory basis, that shareholder advisory notes on named executive officer compensation should occur every year:
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||||||
| 176,836,678 | 839,828 | 6,916,357 | 10,118,686 | |||||||||||||||||
At a meeting held on May 18, 2023, the Company's Board of Directors (the "Board") considered the voting results received with respect to shareholders determining, on an advisory basis, that shareholder advisory votes on named executive officer compensation should occur every year, as set forth above. The Board decided, in light of such voting results, that the Company will hold shareholder advisory votes on compensation of the Company's named executive officers annually until another advisory vote on the frequency of shareholder advisory votes on named executive officer compensation is held.
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 thereunto duly authorized.
Dated: May 22, 2023 GENTEX CORPORATION
(Registrant)
By /s/ Kevin Nash
Kevin Nash
Chief Financial Officer and
Vice President - Finance