Gentex (NASDAQ: GNTX) investors approve directors, pay and 2026 incentive plan

Rhea-AI Filing Summary

Gentex Corporation reported the results of its 2026 annual shareholder meeting, where all director nominees were elected to one-year terms expiring in 2027. Support for most nominees was strong, with several receiving over 171 million votes for and broker non-votes totaling 17,860,451 on each director item.

Shareholders also ratified Ernst & Young LLP as auditors for the fiscal year ending December 31, 2026, with 183,982,692 votes for, 6,360,110 against, and 158,329 abstentions. In an advisory vote, shareholders approved the compensation of the named executive officers, receiving 167,822,852 votes for, 4,448,682 against, 369,146 abstentions, and 17,860,451 broker non-votes.

In addition, shareholders approved the Gentex Corporation 2026 Omnibus Incentive Plan, with 149,753,126 votes for, 22,571,717 against, 315,837 abstentions, and 17,860,451 broker non-votes, confirming continued authorization for equity-based and other incentives under the new plan.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Highest director votes for: 171,971,186 votes Director broker non-votes: 17,860,451 votes Auditor ratification for votes: 183,982,692 votes +4 more

7 metrics

Highest director votes for 171,971,186 votes Ms. Kathleen Starkoff director election

Director broker non-votes 17,860,451 votes Each director election item

Auditor ratification for votes 183,982,692 votes Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification against votes 6,360,110 votes Ernst & Young LLP proposal

Say-on-pay for votes 167,822,852 votes Advisory approval of named executive officer compensation

Incentive plan for votes 149,753,126 votes Gentex Corporation 2026 Omnibus Incentive Plan

Incentive plan against votes 22,571,717 votes Gentex Corporation 2026 Omnibus Incentive Plan

Key Terms

broker non-votes, advisory basis, Omnibus Incentive Plan, emerging growth company

4 terms

broker non-votes financial

"Nominee | Votes For | Votes Withheld | Broker Non-Votes"

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 basis financial

"Proposal to Approve, on an Advisory Basis, the Compensation of the Company's Named Executive Officers"

Omnibus Incentive Plan financial

"Proposal to Approve the Gentex Corporation 2026 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

emerging growth company regulatory

"Emerging growth company Section 5 – Corporate Governance and Management"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

0000355811false00003558112026-05-212026-05-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 21, 2026

GENTEX CORPORATION

(Exact name of registrant as specified in its charter)

Michigan			0-10235						38-2030505
(State or other jurisdiction of incorporation)			(Commission File Number)						(IRS Employer Identification No.)
600 North Centennial Street
Zeeland
Michigan									49464
(Address of principal executive offices)									(Zip Code)

Registrant's telephone number, including area code: (616) 772-1800

_____________________________________________________________

(Former name or former address, if changed since last report.)

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 pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.06 per share			GNTX			NASDAQ Global Select Market

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. ☐    

Section 5 – Corporate Governance and Management

Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 21, 2026, the Company held its 2026 Annual Meeting of the Shareholders.  The matters listed and described briefly below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in detail in the Company's Proxy Statement filed on April 9, 2026.  The voting results are as follows:

Election of Directors

    The following individuals were elected to serve as directors of the Company to hold office for a one (1) year term expiring in 2027:

Nominee						Votes For						Votes Withheld						Broker Non-Votes
Ms. Leslie Brown						158,128,540						14,512,140						17,860,451
Mr. Garth Deur						170,087,302						2,553,378						17,860,451
Mr. Steve Downing						171,724,331						916,349						17,860,451
Mr. John C. Kennedy						171,947,741						692,939						17,860,451
Dr. Billy Pink						171,917,659						723,021						17,860,451
Mr. Richard Schaum						162,704,794						9,935,886						17,860,451
Ms. Kathleen Starkoff						171,971,186						669,494						17,860,451
Mr. Brian Walker						171,034,722						1,605,958						17,860,451
Dr. Ling Zang						167,414,247						5,226,433						17,860,451

Proposal to Ratify the Appointment of Ernst & Young LLP as the Company's Auditors for the Fiscal Year Ending December 31, 2026

    The shareholders did ratify the appointment of Ernst & Young LLP to serve as the Company's auditors for the fiscal year ending December 31, 2026:

Votes For						Votes Against						Abstentions						Broker Non-Votes
183,982,692						6,360,110						158,329

Proposal to Approve, on an Advisory Basis, the Compensation of the Company's Named Executive Officers

    The shareholders did approve, on an advisory basis, the compensation of the Company's named executive officers:

Votes For						Votes Against						Abstentions						Broker Non-Votes
167,822,852						4,448,682						369,146						17,860,451

Proposal to Approve the Gentex Corporation 2026 Omnibus Incentive Plan

    The shareholders did approve the Gentex Corporation 2026 Omnibus Incentive Plan:

Votes For						Votes Against						Abstentions						Broker Non-Votes
149,753,126						22,571,717						315,837						17,860,451

SIGNATURE

    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 thereunto duly authorized.

Dated: May 26, 2026                            GENTEX CORPORATION

                                    (Registrant)

                                By    /s/ Kevin Nash

                                    Kevin Nash

                                    Chief Financial Officer and

                                    Vice President - Finance

FAQ

What did Gentex (GNTX) shareholders decide at the 2026 annual meeting?

Gentex shareholders approved all items at the 2026 annual meeting, including director elections, auditor ratification, executive pay on an advisory basis, and the 2026 Omnibus Incentive Plan, signaling broad support for current governance and compensation structures.

Were Gentex (GNTX) director nominees elected at the 2026 meeting?

All Gentex director nominees were elected to one-year terms expiring in 2027. Each nominee received over 158 million votes for, with 17,860,451 broker non-votes recorded on the director election items.

Did Gentex (GNTX) shareholders ratify Ernst & Young as auditors for 2026?

Yes, Gentex shareholders ratified Ernst & Young LLP as auditors for the fiscal year ending December 31, 2026, with 183,982,692 votes for, 6,360,110 against, and 158,329 abstentions recorded on the proposal.

How did Gentex (GNTX) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of Gentex’s named executive officers. The say-on-pay proposal received 167,822,852 votes for, 4,448,682 against, 369,146 abstentions, and 17,860,451 broker non-votes.

Was the Gentex 2026 Omnibus Incentive Plan approved by shareholders?

Gentex shareholders approved the 2026 Omnibus Incentive Plan. The plan received 149,753,126 votes for, 22,571,717 against, 315,837 abstentions, and 17,860,451 broker non-votes, authorizing continued use of equity and incentive awards.

How strong was support for Gentex’s auditor ratification proposal?

Support for auditor ratification was high, with Gentex shareholders casting 183,982,692 votes for Ernst & Young LLP versus 6,360,110 against and 158,329 abstentions, indicating broad backing for the company’s chosen audit firm.

Filing Exhibits & Attachments

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