8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 5, 2018

GENTHERM INCORPORATED

(Exact name of registrant as specified in its charter)

Michigan	0-21810	95-4318554
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
21680 Haggerty Road, Northville, MI		48167
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (248) 504-0500

Former name or former address, if changed since last report: N/A

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 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))

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.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 5, 2018, Gentherm Incorporated (the “Company”) entered into Amendment No. 2 to Rights Agreement (the “Amendment”), by and between the Company and Computershare Trust Company, N.A., as Rights Agent (“Rights Agent”), which amended the Rights Agreement (the “Rights Agreement”), dated January 26, 2009, as amended March 30, 2011, by and between the Company and the Rights Agent.

The Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “Rights”) from 5:00 P.M. (Detroit time) on January 26, 2019 to 5:00 P.M. (Detroit time) on March 5, 2018, and has the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement will expire.

The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 of this Current Report is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

In connection with the expiration of the Rights Agreement, the Company filed a Certificate of Amendment of Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Michigan, effective at 5:00 P.M. (Detroit time) on March 5, 2018, that eliminated all references to the Series B Preferred Stock that was issuable upon exercise of the Rights in the Company’s Restated Articles of Incorporation. The 25,000 shares authorized as Series B Preferred Stock therefore are returned to authorized but undesignated shares of Company’s preferred stock.

The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01 Other Events.

On March 5, 2018, the Company issued a press release announcing the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit     No.	Description
3.1	Certificate of Amendment of Articles of Incorporation of Gentherm Incorporated, effective March 5, 2018.
3.2	Second Amended and Restated Articles of Incorporation of Gentherm Incorporated.
4.1	Amendment No. 2 to Rights Agreement, dated March 5, 2018, by and between Gentherm Incorporated and Computershare Trust Company, N.A., as Rights Agent.
99.1	Company news release dated March 5, 2018.

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SIGNATURES

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.

GENTHERM INCORPORATED
By:	/s/ Kenneth J. Phillips
	Kenneth J. Phillips
	Vice President

Date: March 5, 2018

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EX-3.1

Exhibit 3.1

CSCL/CD-515 (Rev. 10/17) MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU Date Received AC1 This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. Name Stephanie Swan Address 222 N. Washington Sq., Suite 400 City State ZIP Code Lansing, MI 48933 EFFECTIVE DATE: Document will be returned to the name and address you enter above. If left blank, document will be returned to the registered office. CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Profit and Nonprofit Corporations (Please read information and instructions on the last page) Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate 1. The present name of the corporation is: Gentherm Incorporated 2. The identification number assigned by the Bureau is: 800650110 3. Article III of the Articles of Incorporation is hereby amended to read as follows: Section D is hereby deleted and replaced with the following: “Intentionally Omitted.” And Article VIII is hereby added to read as follows: This amendment will be effective as of 5:00 P.M. (Detroit time), March 5, 2018.

COMPLETE ONLY ONE OF THE FOLLOWING: 4. Profit or Nonprofit Corporations: For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees. The foregoing amendment to the Articles of Incorporation was duly adopted on the day of, in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees Signed this day of (Signature) (Signature) (Signature) (Signature) (Type or Print Name) (Type or Print Name) (Type or Print Name) (Type or Print Name) 5. Profit Corporation Only: Shareholder or Board Approval The foregoing amendment to the Articles of Incorporation proposed by the board was duly adopted on the 2nd day of March, 2018 , by the: (check one of the following) shareholders at a meeting in accordance with Section 611(3) of the Act. written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.) written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act. board of a profit corporation pursuant to Section 611(2) of the Act. Profit Corporations and Professional Service Corporations Signed this 2nd day of March, 2018 By (Signature of an authorized officer or agent) Kenneth J. Phillips (Type or Print Name)

CSCL/CD-515 (Rev. 10/17) Preparer’s Name Stephanie Swan Business Telephone Number (517) 377-0275 INFORMATION AND INSTRUCTIONS 1. This form may be used to draft your Certificate of Amendment to the Articles of Incorporation. A document required or permitted to be filed under the act cannot be filed unless it contains the minimum information required by the act. The format provided contains only the minimal information required to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice. 2. Submit one original of this document. Upon filing, the document will be added to the records of the Corporations, Securities & Commercial Licensing Bureau. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document. Since the document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 3. This Certificate is to be used pursuant to the provisions of Section 631 of Act 284, P.A. of 1972, or Act 162, P.A. of 1982, for the purpose of amending the Articles of Incorporation of a domestic profit corporation or nonprofit corporation. Do not use this form for restated articles. 4. Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank. 5. Item 3 - The article(s) being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included. 6. If the amendment changes the term of existence to a specific date, then consent to the amendment or a written statement that the consent is not required must be obtained from the Charitable Trust Section, Licensing and Regulation Division, Michigan Attorney General, P.O. Box 30214, 525 W. Ottawa, Lansing, MI 48909 (517) 373-1152 and submitted with this document for all nonprofit charitable purpose corporations, unless organized for religious purposes. Application for the consent should be made at least 120 days before the desired effective date of the amendment. This certificate cannot be filed unless it is accompanied by either: the written consent of the Attorney General, an order of a Circuit Court dissolving the corporation, or an affidavid attesting to the submission of a written request to the attorney general for consent to the filing and the failure of the attorney general to respond within 120 days. 7. This document is effective on the date endorsed “filed” by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional article. 8. Signatures: Profit Corporations: (Complete either Item 4 or Item 5) 1) Item 4 must be signed by at least a majority of the Incorporators listed in the Articles of Incorporation. 2) Item 5 must be signed by an authorized officer or agent of the corporation. Nonprofit Corporations: (Complete either Item 4 or Item 6) 1) Item 4 must be signed by at least a majority of incorporators listed in the Articles of Incorporation. 2) Item 6 must be signed by an officer of the corporation. 9. FEES: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order. NONREFUNDABLE FEE: $10.00 ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE: Amount of Increase Fee 1-60,000 $50.00 60,001-1,000,000 $100.00 1,000,001-5,000,000 $300.00 5,000,001-10,000,000 $500.00 More than 10,000,000 $500.00 for first 10, 000,000 plus $1000.00 for each additional 10, 000,000, or portion thereof Submit with check or money order by mail: Michigan Department of Licensing and Regulatory Affairs Corporations, Securities & Commercial Licensing Bureau Corporations Division P.O. Box 30054 Lansing, MI 48909 To submit in person: 2501 Woodlake Circle Okemos, MI Telephone: (517) 241-6470 Fees may be paid by check, money order, VISA, MasterCard, or Discover when delivered in person to our office. COFS (Corporations Online Filing System): This document may be completed and submitted online at www.michigan.gov/corpfileonline. Fees may be paid by VISA, MasterCard, or Discover. Documents that are endorsed filed are available at www.michigan.gov/corpentitysearch. If the submitted document is not fileable, the notice of refusal to file and document will be available at the Rejected Filings Search website at www.michigan.gov/corprejectedsearch. LARA is an equal opportunity employer/program. Auxiliary aids, servies and other reasonable accomodations are available upon request to individuals with disabilities.

Optional expedited service. Expedited review and filing, if fileable, is available for all documents for profit corporations, limited liability companies, limited partnerships and nonprofit corporations. The nonrefundable expedited service fee is in addition to the regular fees applicable to the specific document. Please complete a separate CSCL/CD-272 form for expedited service for each document submitted in person or by mail. 24-hour service - $50 for formation documents and applications for certificate of authority. 24-hour service - $100 for any document concerning an existing entity. Same day service Same day - $100 for formation documents and applications for certificate of authority. Same day - $200 for any document concerning an existing entity. Review completed on day of receipt. Document and request for same day expedited service must be received by 1 p.m. EST OR EDT. Two hour - $500 Review completed within two hours on day of receipt. Document and request for two hour expedited service must be received by 3 p.m. EST OR EDT. One hour - $1000 Review completed within one hour on day of receipt. Document and request for 1 hour expedited service must be received by 4 p.m. EST OR EDT. Documents submitted by mail are delivered to a remote location for receipts processing and are then forwarded to the Corporations Division for review. Day of receipt for mailed expedited service requests is the day the Corporations Division receives the request.

EX-3.2

EXHIBIT 3.2

SECOND AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

GENTHERM INCORPORATED

a Michigan corporation

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned executes the following Articles:

1. The present name of the corporation is: Gentherm Incorporated

2. The identification number assigned by the Bureau is: 545-27C

3. The former name(s) of the corporation are:

Amerigon Incorporated

Amerigon Michigan, Inc.

4. The date of filing the original Articles of Incorporation was: March 23, 2005

The following Amended and Restated Articles of Incorporation supersede the Restated Articles of Incorporation as amended and shall be the Articles of Incorporation for the corporation:

ARTICLE I

The name of the Corporation is: GENTHERM INCORPORATED.

ARTICLE II

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Michigan Business Corporation Act.

ARTICLE III

A. The total number of shares which the corporation is authorized to issue is 59,991,000, of which 55,000,000 shall be Common Stock, without par value, and 4,991,000 shall be Preferred Stock, without par value.

B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the voting and other rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

C. Intentionally Omitted.

D. Intentionally Omitted.

ARTICLE IV

The address of the registered office is 21680 Haggerty Road, Suite 101, Northville, Michigan 48167. The mailing address of the registered office is the same as above. The name of the resident agent is Barry Steele.

ARTICLE V

Intentionally omitted.

ARTICLE VI

Any action required or permitted by the Michigan Business Corporation Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the Corporation. Delivery shall be to the Corporation’s registered office, its principal place of business, or an officer or agent of the Corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing. An electronic transmission consenting to an action is a written, signed and dated consent for purposes of this section to the extent permitted by the Business Corporation Act of Michigan.

ARTICLE VII

To the full extent permitted by the Michigan Business Corporation Act or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its shareholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article VII shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to, or for or with respect to, any acts or omissions occurring before

such repeal or modification. This Corporation is authorized to indemnify officers, employees or agents of this Corporation to the fullest extent permitted by the Michigan Business Corporation Act or any other applicable laws presently or hereafter in effect.

These Second Amended and Restated Articles of Incorporation were duly adopted on the 5th day of March, 2018, in accordance with the provisions of Section 642 of the Act: (check one of the following)

☒  by the Board of Directors without a vote of the shareholders. These Restated Articles of Incorporation only restate and integrate and do not further amend the provisions of the Articles of Incorporation as heretofore amended and there is no material discrepancy between those provisions and the provisions of these Restated Articles.

☐  by the shareholders at a meeting in accordance with Section 611(3) of the Act

☐  were duly adopted by the written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to the shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.)

☐  were duly adopted by the written consent of the shareholders entitled to vote in accordance with Section 407(2) of the Act.

Signed this 5th day of March, 2018.
/s/ Kenneth J. Phillips
Name:	Kenneth J. Phillips
Its:	Vice President

EX-4.1

EXHIBIT 4.1

AMENDMENT NO. 2 TO

RIGHTS AGREEMENT

This Amendment No. 2 to Rights Agreement (this “Amendment”) is entered into as of March 5, 2018, by and between Gentherm Incorporated (f/k/a Amerigon Incorporated), a Michigan corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

WITNESSETH:

WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated as of January 26, 2009, as amended on March 30, 2011 (the “Agreement”); and

WHEREAS, pursuant to Section 26 of the Agreement, the Company and the Rights Agent may from time to time supplement or amend the Agreement, subject to the terms of the Agreement; and

WHEREAS, the Board of Directors of the Company has determined that an amendment to the Agreement as set forth herein is necessary and desirable and the Company and the Rights Agent desire to evidence such amendment in writing.

NOW, THEREFORE, in consideration of these premises and mutual agreements set forth herein, the parties hereto agree as follows:

1.    Capitalized terms used but not otherwise defined herein shall have the meanings as specified in the Agreement.

2.    Amendments.

(a)    The definition of the term “Final Expiration Date” in Section 7.1 of the Agreement is hereby amended by replacing “the close of business on January 26, 2019” with “5:00 P.M. (Detroit time) on March 5, 2018”.

(b)    The Form of Right Certificate attached to the Agreement as Exhibit B is hereby amended by replacing references to “January 26, 2019” with “5:00 P.M. (Detroit time) on March 5, 2018”.

(c)    The definition of the term “Final Expiration Date” in the Summary of Rights attached to the Agreement as Exhibit C is hereby amended by replacing “January 26, 2019” with “5:00 P.M. (Detroit time) on March 5, 2018”.

3.    The Agreement, as supplemented and/or modified by this Amendment, which such Amendment shall be deemed effective as of the date first written above, as if executed on such date, together with the other writings referred to in the Agreement or delivered pursuant thereto which form a part thereof, contains the entire agreement among the parties thereto with respect to the subject matter thereof and amends, restates and supersedes all prior and contemporaneous arrangements or understandings with respect thereto.

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4.    Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import, shall mean and be a reference to the Agreement, as amended hereby. Except as specifically amended above, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.

5.    This Amendment shall be governed by the laws of the State of Michigan applicable to contracts to be made and to be performed entirely within such State, except that the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

6.    This Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.

(Signatures on following page)

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, all as of the day and year first above written.

GENTHERM INCORPORATED
By:	/s/ Kenneth J. Phillips
Name:	Kenneth J. Phillips
Title:	Vice-President
COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent
By:	/s/ Megan Roe
Name:	Megan Roe
Title:	VP Client Services

Signature Page to Amendment No. 2 to Rights Agreement

EX-99.1

EXHIBIT 99.1

Gentherm Announces Termination of Shareholder Rights Plan

NORTHVILLE, Mich., March 5, 2018 /PRNewswire/ — Gentherm Incorporated (NASDAQ-GS: THRM), the global market leader and a developer of innovative thermal management technologies, announced today that its Board of Directors unanimously approved an amendment to Gentherm’s shareholders rights plan to accelerate the expiration date to March 5, 2018, effectively terminating the plan as of such date. Shareholders do not have to take any action as a result of this expiration.

In connection with the expiration of the shareholder rights plan, Gentherm will be taking routine actions to voluntarily deregister the related preferred share purchase rights under the Securities Exchange Act of 1934, as amended, and to delist the preferred share purchase rights from NASDAQ. These actions are administrative in nature and will have no effect on the Gentherm’s common stock, which continues to be listed on NASDAQ.

About Gentherm

Gentherm (NASDAQ: THRM) is a global developer and marketer of innovative thermal management technologies for a broad range of heating and cooling and temperature control applications. Automotive products include variable temperature Climate Control Seats, TrueTherm^TM cupholder and storage bins, heated automotive interior systems (including heated seats, steering wheels, armrests and other components), battery thermal management systems, cable systems and other electronic devices. Non-automotive products include remote power generation systems, heated and cooled furniture, patient temperature management systems, industrial environmental test chambers and related product testing services and other consumer and industrial temperature control applications. The Company is also developing a number of new technologies and products that will help enable improvements to existing products and to create new product applications for existing and new markets. Gentherm has over thirteen thousand employees in facilities in the United States, Germany, Canada, China, Hungary, Japan, Korea, Macedonia, Malta, Mexico, United Kingdom, Ukraine, and Vietnam. For more information, go to www.gentherm.com.

Investor Relations Contact

investors@gentherm.com

248-308-1702