gntx-20240516

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 16, 2024

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):

☐ 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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.06 per share	GNTX	NASDAQ 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 16, 2024, the Company held its 2024 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 4, 2024. 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 2025:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Mr. Joseph Anderson	176,128,795	14,703,742	16,441,317
Ms. Leslie Brown	166,620,556	24,211,981	16,441,317
Mr. Garth Deur	187,057,965	3,774,572	16,441,317
Mr. Steve Downing	187,635,376	3,197,161	16,441,317
Dr. Bill Pink	190,264,313	568,224	16,441,317
Mr. Richard Schaum	179,561,047	11,271,490	16,441,317
Ms. Kathleen Starkoff	187,590,952	3,241,585	16,441,317
Mr. Brian Walker	187,067,712	3,764,825	16,441,317
Dr. Ling Zang	177,326,319	13,506,218	16,441,317

Proposal to Ratify the Appointment of Ernst & Young LLP as the Company's Auditors for the Fiscal Year Ended December 31, 2024

The shareholders did ratify the appointment of Ernst & Young LLP to serve as the Company's auditors for the fiscal year ending December 31, 2024:


Votes For	Votes Against	Abstentions	Broker Non-Votes
196,638,513	10,515,357	119,984

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
182,023,308	8,472,589	336,640	16,441,317

Section 8 – Other Events

Item 8.01 – Other Events.

With Mr. Gary Goode’s term as a Director expiring on May 16, 2024 and not standing for re-election, the Company’s Board of Directors approved Mr. Garth Deur as the chair of the Company’s Audit Committee, and set the Company’s Audit Committee and Compensation Committee at three (3) members.

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 21, 2024 GENTEX CORPORATION

(Registrant)

By /s/ Kevin Nash

Kevin Nash

Chief Financial Officer and

Vice President - Finance

Gentex Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events