UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of Gentherm Incorporated (the “Company”) on May 16, 2024 (the “Annual Meeting”), the Company’s shareholders: elected nine directors, each to serve for a one-year term until the 2025 annual meeting of shareholders and 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, 2024; and approved (on an advisory basis) the compensation of the Company’s named executive officers.
The final results of the voting are shown below.
Proposal No. 1 – Election of directors
| Nominee | For |
Withheld |
Broker Non- | |||
| Sophie Desormière |
28,042,398 | 924,537 | 1,047,807 | |||
| Phillip M. Eyler |
28,842,492 | 124,443 | 1,047,807 | |||
| David Heinzman |
28,821,656 | 145,279 | 1,047,807 | |||
| Ronald Hundzinski |
28,846,615 | 120,320 | 1,047,807 | |||
| Laura Kowalchik |
28,851,839 | 115,096 | 1,047,807 | |||
| Charles Kummeth |
27,849,156 | 1,117,779 | 1,047,807 | |||
| Betsy Meter |
27,849,297 | 1,117,638 | 1,047,807 | |||
| John Stacey |
27,720,576 | 1,246,359 | 1,047,807 | |||
| Kenneth Washington |
28,847,068 | 119,867 | 1,047,807 |
Proposal No. 2 – Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2024
| For |
Against |
Abstain | ||
| 29,740,401 | 254,152 | 20,189 |
Proposal No. 3 – Approval (on an advisory basis) of named executive officer compensation
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 24,836,299 | 4,120,690 | 9,946 | 1,047,807 |
Item 8.01 Other Events.
As previously disclosed in the proxy statement for the Annual Meeting, on May 16, 2024, (1) Byron Shaw II determined not to stand for re-election and resigned immediately prior to the Annual Meeting, and (2) the Board reduced its size from ten members to nine members, effective immediately.
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 21, 2024