Shareholders back Gencor Industries (NYSE: GENC) board and audit firm

Rhea-AI Filing Summary

Gencor Industries, Inc. held its Annual Meeting of Stockholders on September 26, 2025. Holders of Common Stock elected General John G. Coburn (Ret.) as director, while holders of Class B Stock elected E.J. Elliott, Marc G. Elliott, Thomas A. Vecchiolla and Walter A. Ketcham, Jr.. Stockholders also approved the ratification of Berkowitz Pollack Brant Advisors + CPAs as the independent registered public accounting firm for the year ending September 30, 2025. A total of 12,338,845 shares of Common Stock and 2,318,857 shares of Class B Stock were entitled to vote, and all proposals described were duly approved with no other business brought before the meeting.

GENCOR INDUSTRIES INC false 0000064472 0000064472 2025-09-26 2025-09-26

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: September 26, 2025

(Date of earliest event reported)

GENCOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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)

Delaware		001-11703		59-0933147
(State or other jurisdiction of incorporated or organization)		Commission File Number		(I.R.S. Employer Identification No.)

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 or to be registered pursuant to Section 12(b) of the Act

Title of Each Class		Trading Symbol(s)		Name of 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 5.07 - Submission of Matters to a Vote of Security Holders

On September 26, 2025, at an Annual Meeting of Stockholders, the following were approved by the Stockholders of Gencor Industries, Inc. (the “Company”):

(1) The election of the following directors:

By holders of Common Stock:

General John G. Coburn (Ret.)

By holders of Class B Stock:

E.J. Elliott

Marc G. Elliott

Thomas A. Vecchiolla

Walter A. Ketcham, Jr.

(2) The ratification of the selection of Berkowitz Pollack Brant Advisors + CPAs, as the Company’s independent registered public accounting firm for the year ending September 30, 2025.

The total number of shares entitled to vote at this meeting was 12,338,845 shares of Common Stock and 2,318,857 shares of Class B Stock, and the final tabulation of proxies was as follows:

Election of Director by Holders of Common Stock:

Name

Votes For

Votes Abstained/ Withheld

Broker Non-votes

General John G. Coburn (Ret.)

5,633,229

3,841,443

1,292,403

Election of Directors by Holders of Class B Stock:

Name		Votes For				Votes Abstained/ Withheld				Broker Non-votes
E.J. Elliott			2,318,857				-0-				-0-
Marc G. Elliott			2,318,857				-0-				-0-
Thomas A. Vecchiolla			2,318,857				-0-				-0-
Walter A. Ketcham, Jr.			2,318,857				-0-				-0-

All director nominees were duly elected.

Ratification of the Selection of Berkowitz Pollack Brant Advisors + CPAs as the Company’s Independent Registered Public Accounting Firm for the Year Ending September 30, 2025:

		Votes for				Votes Against				Votes Abstained/ Withheld				Broker Non-votes
Common Stock			10,704,103				62,471				501				-0-
Class B Stock			2,318,857				-0-				-0-				-0-

The proposal was duly approved.

No other business was brought before the Annual Meeting.

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.

/s/ Eric E. Mellen

Eric E. Mellen

Chief Financial Officer

(Principal Financial and Accounting Officer)

September 29, 2025

FAQ

What did GENC stockholders approve at the September 26, 2025 annual meeting?

Stockholders of Gencor Industries, Inc. approved the election of all director nominees for both Common Stock and Class B Stock and ratified Berkowitz Pollack Brant Advisors + CPAs as the independent registered public accounting firm for the year ending September 30, 2025.

Which directors were elected by GENC Common Stock holders?

Holders of Common Stock of Gencor Industries, Inc. elected General John G. Coburn (Ret.) as director, with 5,633,229 votes for, 3,841,443 votes abstained/withheld, and 1,292,403 broker non-votes.

Which directors were elected by GENC Class B Stock holders?

Holders of Class B Stock elected E.J. Elliott, Marc G. Elliott, Thomas A. Vecchiolla and Walter A. Ketcham, Jr., each receiving 2,318,857 votes for, with no votes abstained/withheld and no broker non-votes.

Who is GENC’s independent registered public accounting firm for the year ending September 30, 2025?

Stockholders ratified Berkowitz Pollack Brant Advisors + CPAs as Gencor Industries, Inc.’s independent registered public accounting firm for the year ending September 30, 2025.

How many GENC shares were entitled to vote at the 2025 annual meeting?

The total number of shares entitled to vote at the annual meeting was 12,338,845 shares of Common Stock and 2,318,857 shares of Class B Stock.

What were the vote results for ratifying GENC’s independent auditor?

For Common Stock, the ratification received 10,704,103 votes for, 62,471 votes against, and 501 votes abstained/withheld. For Class B Stock, there were 2,318,857 votes for and no votes against or abstained/withheld.

Was any other business conducted at GENC’s 2025 annual meeting?

No. The company states that no other business was brought before the Annual Meeting beyond the election of directors and ratification of the independent registered public accounting firm.