8-K 1 a8k2018annualshmeeting.htm 8-K Document


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, 2018

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))

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    o

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.        o





Section 1 - Registrant's Business and Operations

Item 1.01    Entry into a Mutual Definitive Agreement.

For 2018, the Board of Directors of Gentex Corporation (the "Company") adjusted annual compensation of directors who are committee members as follows:

Audit Committee Member retainer
$7,500
Compensation Committee Member retainer
$5,000
Nominating and Corporate Governance Committee Member retainer
$5,000

Such amounts are paid to all committee members, including chairs of the committees.

Section 5 – Corporate Governance and Management

Item 5.07
Submission of Matters to a Vote of Security Holders.

On May 17, 2018, the Company held its 2018 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 3, 2018.  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 2019:

Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Ms. Leslie Brown
 
210,915,788
 
1,980,119
 
35,127,760
Mr. Gary Goode
 
205,031,694
 
7,864,213
 
35,127,760
Mr. James Hollars
 
211,396,718
 
1,499,189
 
35,127,760
Mr. John Mulder
 
210,252,050
 
2,643,857
 
35,127,760
Mr. Richard Schaum
 
210,099,847
 
2,796,060
 
35,127,760
Mr. Frederick Sotok
 
207,754,621
 
5,141,286
 
35,127,760
Mr. James Wallace
 
207,417,156
 
5,478,751
 
35,127,760

Ratification of the Appointment of Ernst & Young LLP as the Company's Auditors for the Fiscal Year Ended December 31, 2018

The shareholders did ratify the appointment of Ernst & Young LLP to serve as the Company's auditors for the fiscal year ending December 31, 2018:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
243,974,049
 
3,778,394
 
271,224
 
—





Proposal for Approval, on an Advisory Basis, of 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
159,619,939
 
52,706,821
 
569,147
 
35,127,760



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, 2018            

GENTEX CORPORATION
(Registrant)


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