UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At the annual meeting of shareholders of Gentherm Incorporated (the “Company”) on May 18, 2023 (the “Annual Meeting”), the Company’s shareholders approved the Gentherm Incorporated 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan provides for the award to employees (including officers and directors who are also employees), non-employee directors, consultants and advisors to the Company or any of its subsidiaries of stock options (including nonqualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, performance stock units, performance units, and other awards based on or related to shares of common stock up to an aggregate of (a) 3,730,000 shares of the Company’s common stock, plus (b) the number of shares of common stock that, as of the effective date of the 2023 Plan, are subject to awards granted under the Gentherm Incorporated 2013 Equity Incentive Plan (the “2013 Plan”) and that, on or after the effective date of the 2023 Plan, are forfeited, surrendered, terminated (other than by exercise), cancelled, lapsed or reacquired by the Company prior to vesting, without the delivery of any shares of common stock, and otherwise comply with the recycling provisions of the 2013 Plan and 2023 Plan. The foregoing summary is qualified in its entirety by reference to the 2023 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
On March 27, 2023, the Compensation and Talent Committee of the Board of Directors approved each of a new Form of Performance Stock Unit Award Agreement, Form of Restricted Stock Unit Award Agreement, and Form of Restricted Stock Award Agreement (Director) for grants under the 2023 Plan, which are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the Company’s shareholders: elected eight directors, each to serve for a one-year term until the 2024 annual meeting of shareholders or until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service; ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023; approved (on an advisory basis) the compensation of the Company’s named executive officers; approved (on an advisory basis) the frequency of the advisory vote on the compensation of the Company’s named executive officers to occur every year; and approved the 2023 Plan.
The final results of the voting are shown below.
Proposal No. 1 – Election of directors
| Nominee | For | Withheld | Broker Non-Votes | |||||
| Sophie Desormière |
22,730,832 | 7,858,671 | 994,190 | |||||
| Phillip M. Eyler |
30,254,708 | 334,795 | 994,190 | |||||
| David Heinzman |
30,360,572 | 228,931 | 994,190 | |||||
| Ronald Hundzinski |
30,348,209 | 241,294 | 994,190 | |||||
| Charles Kummeth |
30,204,367 | 385,136 | 994,190 | |||||
| Betsy Meter |
30,243,079 | 346,424 | 994,190 | |||||
| Byron Shaw II |
27,818,471 | 2,771,032 | 994,190 | |||||
| John Stacey |
27,650,023 | 2,939,480 | 994,190 | |||||
Proposal No. 2 – Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2023
| For |
Against |
Abstain | ||
| 31,339,873 |
239,677 |
4,143 |
Proposal No. 3 – Approval (on an advisory basis) of named executive officer compensation
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 28,961,995 |
1,617,522 |
9,986 |
994,190 |
Proposal No. 4 – Approval (on an advisory basis) of the frequency of the advisory vote on named executive officer compensation
| One year |
Two years |
Three years |
Abstain |
Broker Non-Votes | ||||
| 29,443,252 |
4,339 | 1,131,898 | 10,014 | 994,190 |
Proposal No. 5 – Approval of the Gentherm Incorporated 2023 Equity Incentive Plan
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 27,418,341 |
2,592,042 | 579,120 | 994,190 |
On Proposal 4, the most votes were received for an advisory vote on named executive officer compensation once every year. In light of such voting results and the prior recommendation of the Board of Directors of the Company, the Board has determined that it will implement an annual advisory vote on named executive officer compensation until the next required advisory vote on such frequency.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 10.1* | Gentherm Incorporated 2023 Equity Incentive Plan | |
| Exhibit 10.2* | Form of Performance Stock Unit Award Agreement under the Gentherm Incorporated 2023 Equity Incentive Plan | |
| Exhibit 10.3* | Form of Restricted Stock Unit Award Agreement under the Gentherm Incorporated 2023 Equity Incentive Plan | |
| Exhibit 10.4* | Form of Restricted Stock Award Agreement (Director) under the Gentherm Incorporated 2023 Equity Incentive Plan | |
| Exhibit 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed herewith. Indicates management contract or compensatory plan. |
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/ Wayne Kauffman | |
| Wayne Kauffman | ||
| Senior Vice President, General Counsel and Secretary | ||
Date: May 18, 2023