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 18, 2018

___________________

GENTHERM INCORPORATED

(Exact name of registrant as specified in its charter)

___________________

 

Michigan

0-21810

95-4318554

 

 

(State or other jurisdiction

(Commission

(IRS Employer

 

 

of incorporation)

File Number)

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))

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 5.07

Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of Gentherm Incorporated (the “Company”) on May 18, 2018, the shareholders: elected eight directors, each to serve for a one-year term or until his or her successor has been duly elected and qualified; ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018; and did not approve (on an advisory basis) the compensation of the Company’s named executive officers.  The results of the voting are shown below.

Proposal No. 1 – Election of Directors

Nominee

 

 

For

 

 

Withheld

 

 

Broker Non-Votes

 

Francois J. Castaing

 

 

 

32,312,783

 

 

 

1,342,271

 

 

1,552,228

 

 

Sophie Desormière

 

 

 

32,105,081

 

 

 

1,549,973

 

 

1,552,228

 

 

Phillip M. Eyler

 

 

 

33,356,105

 

 

 

298,949

 

 

1,552,228

 

 

Maurice E. P. Gunderson

 

 

 

32,928,632

 

 

 

726,422

 

 

1,552,228

 

 

Yvonne Hao

 

 

 

29,446,666

 

 

 

4,208,388

 

 

1,552,228

 

 

Ronald Hundzinski

 

 

 

33,162,219

 

 

 

492,835

 

 

1,552,228

 

 

Byron T. Shaw II

 

 

 

33,118,551

 

 

 

536,503

 

 

1,552,228

 

 

John Stacey

 

 

 

33,420,425

 

 

 

234,629

 

 

1,552,228

 

 

Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm for 2018

 

 

 

 

 

For

 

Against

 

Abstain

34,896,125

 

304,019

 

7,138

 

Proposal No. 3 – Advisory Vote on Named Executive Officer Compensation

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

12,309,437

 

21,311,476

 

34,141

 

1,552,228

 

 

 

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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 and General Counsel

 

 

 

 

 

Date:  May 21, 2018

 

 

 

 

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