Gencor (NYSE: GENC) schedules 2026 annual meeting, resets proposal deadline

Rhea-AI Filing Summary

Gencor Industries, Inc. has scheduled its 2026 Annual Meeting of Stockholders for April 3, 2026, following the fiscal year ended September 30, 2025. The exact time and location will be provided in the definitive proxy statement to be filed with the SEC.

The company set February 26, 2026 as the record date to determine which stockholders are entitled to receive notice of and vote at the meeting. Because the meeting date has been moved by more than 30 days from the prior year, Gencor established a new deadline of February 2, 2026 for stockholder proposals under Rule 14a-8 to be included in the proxy materials, and the same date applies for other business proposals or director nominations under its By-Laws.

8-K Event Classification

2 items: 5.08, 8.01

2 items

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

GENCOR INDUSTRIES INC false 0000064472 0000064472 2026-01-23 2026-01-23

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: January 23, 2026

(Date of earliest event reported)

GENCOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-11703		59-0933147
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5201 North Orange Blossom Trail, Orlando, Florida 32810

(Address of principal executive offices) (Zip Code)

(407) 290-6000

(Registrant’s telephone number, including area code)

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))

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 ($.10 Par Value)		GENC		NYSE American LLC

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 5.08. Shareholder Director Nominations.

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item 8.01. Other Events.

The Annual Meeting of Stockholders of Gencor Industries, Inc. (the “Company”) that follows the end of the fiscal year ended September 30, 2025 has been scheduled for April 3, 2026 (the “2026 Annual Meeting”). The exact time and location of the 2026 Annual Meeting will be as set forth in our definitive proxy statement for the 2026 Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”). The record date for the determination of stockholders of the Company entitled to notice of and to vote at the 2026 Annual Meeting or any adjournment or postponement thereof is February 26, 2026.

Because the Company has changed the date of its 2026 Annual Meeting by more than 30 days from the date of the previous year’s meeting, the Company has set a new deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the 2026 Annual Meeting. In order to be considered timely, such proposals must be received by the Secretary of the Company no later than February 2, 2026. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Company’s proxy materials. Proposals of stockholders must also comply with the rules of the SEC regarding the inclusion of stockholder proposals in proxy materials, and the Company may omit from its proxy materials any proposal that does not comply with the SEC’s rules.

In addition, any shareholder seeking to submit proposals outside of Exchange Act Rule 14a-8 or to nominate a director must provide timely notice, as set forth in the Company’s Amended and Restated By-Laws (the “By-Laws”). Specifically, to be considered timely, written notice of any proposed business or director nomination must be received by the Company’s Secretary no later than the close of business on February 2, 2026, which is the tenth day following this public announcement of the date of the 2026 Annual Meeting. Any notice of proposed business or nomination must comply with the specific requirements set forth in the By-Laws.

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.

				GENCOR INDUSTRIES, INC.
January 23, 2026				By:		/s/ Marc G. Elliott
						Marc G. Elliott, President and Chairman
January 23, 2026				By:		/s/ Eric E. Mellen
						Eric E. Mellen, Chief Financial Officer

FAQ

When is Gencor Industries, Inc. (GENC) holding its 2026 Annual Meeting?

The 2026 Annual Meeting of Stockholders of Gencor Industries, Inc. is scheduled for April 3, 2026, following the fiscal year ended September 30, 2025.

What is the record date for voting at Gencor (GENC)'s 2026 Annual Meeting?

The record date to determine stockholders entitled to notice of and to vote at the 2026 Annual Meeting is February 26, 2026.

What is the deadline for Gencor (GENC) stockholder proposals under Rule 14a-8 for the 2026 meeting?

Stockholder proposals under Rule 14a-8 for inclusion in Gencor’s 2026 proxy materials must be received by the Company’s Secretary no later than February 2, 2026.

How can Gencor (GENC) stockholders submit proposals or director nominations outside Rule 14a-8?

Stockholders seeking to submit business or nominate directors outside of Exchange Act Rule 14a-8 must deliver written notice to the Company’s Secretary by the close of business on February 2, 2026, in compliance with the requirements set forth in the Company’s Amended and Restated By-Laws.

Why did Gencor (GENC) reset its stockholder proposal deadline for 2026?

Gencor reset the deadline because the date of the 2026 Annual Meeting was changed by more than 30 days from the previous year’s meeting, requiring a new cutoff date for stockholder proposals.

Where will the exact time and location of Gencor (GENC)'s 2026 Annual Meeting be disclosed?

The exact time and location of the 2026 Annual Meeting will be provided in Gencor’s definitive proxy statement for the meeting to be filed with the SEC.