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 17, 2013
GENTEX CORPORATION
(Exact name of registrant as specified in its charter)
Michigan | 0-10235 | 38-2030505 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
600 North Centennial Street Zeeland, Michigan | 49464 | ||
(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):
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)). |
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Section 5. | Corporate Governance and Management |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b) | Gentex Corporation (the "Company") announced that on May 17, 2013, Steve Dykman, Chief Financial Officer and Vice President-Finance, is departing his current positions with the Company to pursue other opportunities. Mr. Dykman will remain an employee of the Company as a financial consultant upon terms and conditions that are in discussion. A copy of the Company's News Release concerning this announcement is attached as Exhibit 99.1. |
(c) | In addition, the Company announced that Steve Downing, age 35, was appointed as the Company's Chief Financial Officer and Vice President-Finance effective as of May 17, 2013. Mr. Downing was the Company's Vice President-Commercial Management, a role he has held since 2012. He has been employed by the Company since 2002, beginning as a financial analyst, moving on to senior financial analyst, and then serving in various roles in commercial management, including Director of Commercial Management until his promotion to Vice President-Commercial Management. He is a summa cum laude graduate of Liberty University with a Bachelor of Science Degree in Finance and Management. |
Mr. Downing does not have a written employment agreement and will remain as an at-will employee as is the case with all other employees of the Company. The Company is currently negotiating the terms of Mr. Downing's employment arrangement, which will be effective upon approval by the Board of Directors. Mr. Downing does not have any family relationships with any director or executive officer of the Company. A copy of the Company's News Release concerning this announcement is attached as Exhibit 99.1.
The Company also announced that Kevin Nash, age 38, was appointed as chief accounting officer of the Company on May 17, 2013. Mr. Nash has been employed by the Company for more than thirteen years, the past six as Corporate Controller.
Section 9. Financial Statements and Exhibits
Item 9.01(d). Exhibit 99.1.
News Release Dated May 21, 2013.
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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.
Dated: May 21, 2013.
GENTEX CORPORATION
(Registrant)
By /s/Fred Bauer
Fred Bauer
Its Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
99.1 News Release Dated May 21, 2013.
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EXHIBIT 99.1
CONTACT: Connie Hamblin RELEASE: May 21, 2013 (616) 772-1800 |
GENTEX ANNOUNCES OFFICER CHANGE
ZEELAND, Michigan, May 21, 2013 -- Gentex Corporation, the Zeeland, Michigan-based manufacturer of automatic-dimming rearview mirrors and camera based lighting and driver-assist systems for the automotive industry, commercial fire protection products, and dimmable aircraft windows, today reported that the Company’s Chief Financial Officer and Vice President – Finance, departed from those roles with the Company effective as of May 17, 2013.
“Steve Dykman is a longtime, valued associate at Gentex, and we wish him the best in his future endeavors,” said Gentex Corporation Chairman and Chief Executive Officer Fred Bauer.
Mr. Bauer also said that the Company named Steve Downing, previously the Company’s Vice President-Commercial Management, to succeed Mr. Dykman as the Company's Chief Financial Officer and Vice President-Finance. Mr. Downing is a summa cum laude graduate of Liberty University with a Bachelor of Science Degree in Finance and Management. The Company announced that Kevin Nash has been appointed chief accounting officer of the Company as well. The Finance and Accounting Department of the Company will otherwise remain intact. Mr. Bauer noted that: "The Gentex foundations of devotion to quality, devotion to innovation, ownership mentality, and unpretentious management give us a cohesive and cooperative leadership team with a deep bench. Steve Downing has eleven years of success and increasing responsibility in cost accounting, quotation development, forecasting, strategic partnerships, and new business development that is central to all of the Company’s sales today. We view this change as an opportunity for Mr. Downing to grow his already important contributions to the day-to-day management of the Company and to further use his exceptional analytical skills."
A conference call related to this news release will be simulcast live on the Internet beginning at 6:00 p.m. EDT on May 21, 2013. To access that call, go to www.gentex.com and select "Audio Webcast" icon on the right side of the page.
Founded in 1974, Gentex Corporation (The Nasdaq Global Select Market: GNTX) is the leading supplier of automatic-dimming rearview mirrors and camera-based lighting and driver-assist systems to the global automotive industry. The Company also provides commercial smoke alarms and signalizing devices to the North American fire protection market, as well as dimmable aircraft windows for the commercial, business, and general aviation markets. Based in Zeeland, Michigan, the international Company develops, manufactures, and markets interior and exterior automatic-dimming automotive rearview mirrors that utilize proprietary electrochromic technology to dim in proportion to the amount of headlight glare from trailing vehicle headlamps. More than half of the Company's interior mirrors are sold with advanced electronic features, and more than 98 percent of the Company's net sales are derived from the sale of auto-dimming mirrors to every major automaker in the world. Visit the Company's web site at www.gentex.com.
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