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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: May 16, 2005
GENTEX CORPORATION
(Exact Name of Registrant as Specified in Charter)
Michigan 0-10235 38-2030505
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
600 North Centennial Street
Zeeland, Michigan 49464
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (616) 772-1800
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:
[ ] Written communications pursuant to Rule 425 under the Section
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)).
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SECTION 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 12, 2005, at a meeting of the Board of Directors (the "Board")
of Gentex Corporation (the "Company"), the Board approved a change to its
non-employee director compensation program. Each non-employee director will now
receive an annual cash retainer of $9,000 (previously $7,000) for services as a
director. In addition, each chair of the Audit Committee and Compensation
Committee of the Board will receive an additional annual cash retainer of $3,000
for chairing such committees (no additional fees have previously been paid to
committee chairmen). The non-employee directors will also receive $1,200
(previously $1,000) for each Board meeting attended and $900 (previously $750)
for each committee meeting attended.
The annual retainer and meeting fees were increased due to the
increased length of meetings, as well as the additional meeting preparation
time, especially for committee chairmen, primarily as a result of the
Sarbanes-Oxley Act of 2002, the NASDAQ corporate governance rules, and related
corporate governance requirements.
Besides the cash retainer and meeting fees discussed above, each
non-employee director will continue to receive an option to purchase 6,000
shares of the Company's common stock following each annual meeting of
shareholders, at a price per share equal to the fair market value of the
Company's common stock on that date. The Company reimburses all non-employee
directors for expenses incurred to attend meetings of the Board or its
committees, promptly after such expenses are incurred and submitted. The Company
also makes use of its aircraft available to directors for personal use if such
use does not conflict with any business purpose; however, the director is
required to reimburse the Company for the incremental cost associated with such
use.
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 16, 2005 GENTEX CORPORATION
(Registrant)
By: /s/ Enoch Jen
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Enoch Jen
Vice President - Finance and
Chief Financial Officer