STOCK TITAN

Gencor Industries (NYSE: GENC) holders back directors, auditor and 3-year say-on-pay

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Gencor Industries held its annual stockholder meeting on April 3, 2026, where all proposals were approved. Holders of Common Stock elected John G. Coburn as director with 5,451,083 votes for, 3,700,489 votes withheld and 1,371,158 broker non-votes.

Holders of Class B Stock unanimously elected Marc G. Elliott, Thomas A. Vecchiolla and Walter A. Ketcham, Jr., each receiving 2,318,857 votes for. Stockholders also ratified Carr, Riggs & Ingram, L.L.C. as independent registered public accounting firm for the year ending September 30, 2026.

Common and Class B stockholders approved holding an advisory vote on executive compensation every three years, with Common Stock casting 9,055,905 votes for the three-year frequency and Class B Stock casting 2,318,857 votes for it. No other business was brought before the meeting.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Common shares entitled to vote 12,338,845 shares Total Common Stock entitled to vote at the annual meeting
Class B shares entitled to vote 2,318,857 shares Total Class B Stock entitled to vote at the annual meeting
Votes for Coburn 5,451,083 votes Common Stock votes for director John G. Coburn
Auditor ratification Common votes for 10,501,736 votes Common Stock votes for Carr, Riggs & Ingram, L.L.C.
Auditor ratification Class B votes for 2,318,857 votes Class B Stock votes for Carr, Riggs & Ingram, L.L.C.
3-year say-on-pay Common votes 9,055,905 votes Common Stock votes for three-year advisory compensation frequency
3-year say-on-pay Class B votes 2,318,857 votes Class B Stock votes for three-year advisory compensation frequency
Class B Stock financial
"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"
Class B stock is a type of company share that usually carries different voting or economic rights than the more common Class A shares — for example, fewer votes per share or different dividend rules. Investors care because those differences affect control and potential returns: it’s like owning a cheaper seat at an event that gives less say over what happens, so Class B shares can trade at different prices and influence how much sway a shareholder has over company decisions.
independent registered public accounting firm financial
"The ratification of the selection of Carr, Riggs & Ingram, L.L.C., as the Company’s independent registered public accounting firm for the year ending September 30, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"John G. Coburn | | 5,451,083 | | 3,700,489 | | 1,371,158"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote on executive compensation financial
"The Approval of 3 Years as the Frequency of Holding an Advisory Vote on Executive Compensation"
Annual Meeting of Stockholders financial
"On April 3, 2026, at an Annual Meeting of Stockholders, the following were approved"
GENCOR INDUSTRIES INC false 0000064472 0000064472 2026-04-03 2026-04-03
 
 

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: April 3, 2026

(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 April 3, 2026, 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:

John G. Coburn

By holders of Class B Stock:

Marc G. Elliott

Thomas A. Vecchiolla

Walter A. Ketcham, Jr.

(2) The ratification of the selection of Carr, Riggs & Ingram, L.L.C., as the Company’s independent registered public accounting firm for the year ending September 30, 2026.

 

 

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

John G. Coburn

   5,451,083    3,700,489    1,371,158

Election of Directors by Holders of Class B Stock:

 

Name

   Votes For    Votes
Abstained/
Withheld
   Broker
Non-votes

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 Carr, Riggs & Ingram, L.L.C., as the Company’s Independent Registered Public Accounting Firm for the Year Ending September 30, 2026:

 

     Votes for    Votes
Against
   Votes
Abstained/
Withheld
   Broker
Non-votes

Common Stock

   10,501,736    16,730    4,264    -0-

Class B Stock

   2,318,857    -0-    -0-    -0-

The proposal was duly approved.

The Approval of 3 Years as the Frequency of Holding an Advisory Vote on Executive Compensation:

 

     Votes for
3 Years
   Against    Abstain    Broker
Non-votes

Common Stock

   9,055,905    76,509    19,158    1,371,158

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)

 

April 6, 2026

FAQ

What did Gencor Industries (GENC) stockholders approve at the April 2026 annual meeting?

Stockholders approved all proposals, including director elections, auditor ratification and say-on-pay frequency. Common and Class B holders elected all nominated directors, ratified Carr, Riggs & Ingram, L.L.C. as auditor, and chose a three-year schedule for advisory votes on executive compensation.

Which directors were elected by Gencor Industries (GENC) stockholders in 2026?

Common Stock holders elected John G. Coburn. Class B Stock holders elected Marc G. Elliott, Thomas A. Vecchiolla and Walter A. Ketcham, Jr. All nominees received sufficient votes and were duly elected according to the reported tabulation of proxies at the annual meeting.

How did Gencor Industries (GENC) stockholders vote on the independent auditor for 2026?

Stockholders ratified Carr, Riggs & Ingram, L.L.C. as independent registered public accounting firm for the year ending September 30, 2026. Common Stock cast 10,501,736 votes for, 16,730 against and 4,264 abstentions, while Class B Stock cast 2,318,857 votes for and none against or abstaining.

What say-on-pay frequency did Gencor Industries (GENC) stockholders choose?

Stockholders approved holding an advisory vote on executive compensation every three years. Common Stock contributed 9,055,905 votes for the three-year option, with limited opposition and abstentions, while Class B Stock voted 2,318,857 shares in favor and none against or abstaining.

How many Gencor Industries (GENC) shares were entitled to vote at the 2026 annual meeting?

A total of 12,338,845 shares of Common Stock and 2,318,857 shares of Class B Stock were entitled to vote. These figures define the eligible voting base for director elections, auditor ratification and the advisory vote on executive compensation frequency at the annual meeting.

What were the vote results for Gencor director John G. Coburn?

For the Common Stock director seat, John G. Coburn received 5,451,083 votes for, 3,700,489 votes abstained or withheld and 1,371,158 broker non-votes. This support level was sufficient for his election under the company’s reported voting results.

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