(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 21, 2026, the Company held its 2026 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 9, 2026. 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 2027:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Ms. Leslie Brown
158,128,540
14,512,140
17,860,451
Mr. Garth Deur
170,087,302
2,553,378
17,860,451
Mr. Steve Downing
171,724,331
916,349
17,860,451
Mr. John C. Kennedy
171,947,741
692,939
17,860,451
Dr. Billy Pink
171,917,659
723,021
17,860,451
Mr. Richard Schaum
162,704,794
9,935,886
17,860,451
Ms. Kathleen Starkoff
171,971,186
669,494
17,860,451
Mr. Brian Walker
171,034,722
1,605,958
17,860,451
Dr. Ling Zang
167,414,247
5,226,433
17,860,451
Proposal to Ratify the Appointment of Ernst & Young LLP as the Company's Auditors for the Fiscal Year Ending December 31, 2026
The shareholders did ratify the appointment of Ernst & Young LLP to serve as the Company's auditors for the fiscal year ending December 31, 2026:
Votes For
Votes Against
Abstentions
Broker Non-Votes
183,982,692
6,360,110
158,329
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
167,822,852
4,448,682
369,146
17,860,451
Proposal to Approve the Gentex Corporation 2026 Omnibus Incentive Plan
The shareholders did approve the Gentex Corporation 2026 Omnibus Incentive Plan:
Votes For
Votes Against
Abstentions
Broker Non-Votes
149,753,126
22,571,717
315,837
17,860,451
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.