Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - GENTHERM Inc | d721922dex31.htm |
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): May 7, 2014
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) |
(I.R.S. Employer Identification No.) |
| 21680 Haggerty Road, Ste. 101, 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)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 7, 2014, the Company filed with the State of Michigan its Restated Articles of Incorporation, attached hereto as Exhibit 3.1 (the “Restated Articles”) and incorporated herein by reference. The Restated Articles reflects the termination of the Company’s Preferred Stock designated as “Series C Convertible Preferred Stock” and that the 7,000 shares so designated became authorized but unissued Preferred Stock. Prior to such date, all of the outstanding Series C Convertible Preferred Stock were redeemed or converted to shares of the Company’s Common Stock.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the annual meeting of stockholders of the Company on May 7, 2014, the Company’s stockholders elected the nine director nominees to the Board to serve one-year terms, ratified the appointment of Grant Thornton LLP to act as the Company’s independent registered public accounting firm for the year ended December 31, 2014, and approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the voting are shown below.
Proposal 1 – Election of Directors
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Lewis Booth |
28,884,194 | 469,914 | 3,252,471 | |||||||||
| Francois Castaing |
26,142,213 | 3,211,895 | 3,252,471 | |||||||||
| Daniel Coker |
29,119,717 | 234,391 | 3,252,471 | |||||||||
| Sophie Desormiére |
29,131,676 | 222,432 | 3,252,471 | |||||||||
| Maurice Gunderson |
28,884,545 | 469,563 | 3,252,471 | |||||||||
| Oscar B. Marx |
28,868,499 | 485,609 | 3,252,471 | |||||||||
| Carlos Mazzorin |
28,841,360 | 512,748 | 3,252,471 | |||||||||
| Franz Scherer |
28,910,773 | 443,335 | 3,252,471 | |||||||||
| Byron Shaw |
28,885,295 | 468,813 | 3,252,471 | |||||||||
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
| For |
Against |
Abstain | ||
| 32,414,221 | 13,233 | 179,125 |
Proposal 3 – Advisory Vote on Compensation of the Named Executive Officers
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 27,625,367 | 1,463,919 | 264,822 | 3,252,471 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit 3.1 | Restated Articles of Incorporation of Gentherm Incorporated. |
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 and General Counsel | ||
Date: May 7, 2014
Exhibit Index
| 3.1 | Restated Articles of Incorporation of Gentherm Incorporated |