Washington, DC 20549


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)
File Number)
(IRS Employer
Identification No.)
600 North Centennial Street
(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):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    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 $0.06 per shareGNTXNASDAQ Global Select Market

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:
NomineeVotes ForVotes WithheldBroker Non-Votes
Mr. Joseph Anderson178,245,44216,466,10716,867,576
Ms. Leslie Brown166,510,68328,200,86616,867,576
Mr. Garth Deur192,778,7711,932,77816,867,576
Mr. Steve Downing193,383,0271,328,52216,867,576
Mr. Gary Goode165,799,39328,912,15616,867,576
Mr. Richard Schaum176,445,00718,266,54216,867,576
Ms. Kathleen Starkoff193,400,9461,310,60316,867,576
Mr. Brian Walker192,657,2842,054,26516,867,576
Dr. Ling Zang192,972,0131,739,53616,867,576

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 ForVotes AgainstAbstentionsBroker Non-Votes

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 ForVotes AgainstAbstentionsBroker Non-Votes

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 Year2 Years3 YearsAbstain

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.


    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

                                By    /s/ Kevin Nash
                                    Kevin Nash
                                    Chief Financial Officer and
                                    Vice President - Finance