Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Amendment to
On
Prior to the Amendment, the 2013 Equity Plan provided for shares of common stock
available for issuance (the "Share Limit") equal to the sum of (i) 5,500,000
shares, plus (ii) the number of shares of common stock that, as of the effective
date of the 2013 Equity Plan, were subject to awards granted under the
Prior to the Amendment, there was no dollar limit on either cash compensation
paid, or equity awards granted, to non-employee directors. The Amendment
provides that the sum of any cash compensation received for service as an
outside director of the Company and the grant date fair value (determined in
accordance with
Except as amended by the Amendment, the other terms of the 2013 Equity Plan
remain in full force and effect. A description of the terms of the 2013 Equity
Plan is included in the Company's definitive proxy statement for the 2020 annual
meeting of shareholders filed with the
The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company's annual meeting of shareholders of held on
2
--------------------------------------------------------------------------------
The final results of the voting are shown below.
Proposal No. 1 - Election of directors
Nominee For Withheld Broker Non-Votes Sophie Desormière 29,671,687 643,948 1,284,540 Phillip M. Eyler 30,151,990 163,645 1,284,540 Yvonne Hao 29,627,440 688,195 1,284,540 Ronald Hundzinski 30,051,376 264,259 1,284,540 Charles Kummeth 30,049,870 265,765 1,284,540 Byron Shaw II 30,049,935 265,700 1,284,540 John Stacey 29,672,500 643,135 1,284,540
Proposal No. 2 - Ratification of appointment of
For Against Abstain 31,524,046 73,999 2,130 Proposal No. 3 - Approval (on an advisory basis) of named executive officer compensation For Against Abstain Broker Non-Votes 25,246,769 5,025,322 43,544 1,284,540
Proposal No. 4 - Approval of the Amendment
For Against Abstain Broker Non-Votes 27,812,509 2,497,503 5,623 1,284,540
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Amendment to theGentherm Incorporated 2013 Equity Incentive Plan, effective as ofMay 21, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
--------------------------------------------------------------------------------
© Edgar Online, source