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

On March 31, 2023, at an Annual Meeting of Stockholders, the following was 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 MSL, P.A., independent certified public accountants, as auditors for the Company for the year ending September 30, 2023.

(3) The approval, on an advisory basis, of the compensation of the named executive officers, as disclosed in the Company's Proxy Statement for the 2023Annual Meeting of Stockholders.

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:



                                              Votes      Broker
Name                            Votes for   Withheld    Non-votes
General John G. Coburn (Ret.)   5,503,710   2,526,858   1,607,671

Election of Directors by Holders of Class B Stock:



                                      Votes      Broker
Name                     Votes for   Withheld   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 Appointment of MSL, P.A. as Auditors for the Year Ending
September 30, 2023:

                             Votes     Votes      Broker
                Votes for   Against   Withheld   Non-votes
Common Stock    9,224,704   395,462    18,073       -0-
Class B Stock   2,318,857     -0-       -0-         -0-

The proposal was duly approved.



Approval, on an advisory basis, of the compensation of the named executive
officers, as disclosed in the Company's Proxy Statement for the 2023 Annual
Meeting of Stockholders:

                             Votes                   Broker
                Votes for   Against   Abstentions   Non-votes
Common Stock    7,856,562   157,060     16,946      1,607,671
Class B Stock   2,318,857     -0-         -0-          -0-

The proposal was duly approved.

No other business was brought before the Annual Meeting.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses