Shareholder Vote

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 18, 2023 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 18, 2023, the Company held its 2023 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 6, 2023.  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 2024: Nominee Votes For Votes Withheld Broker Non-Votes Mr. Joseph Anderson 178,245,442 16,466,107 16,867,576 Ms. Leslie Brown 166,510,683 28,200,866 16,867,576 Mr. Garth Deur 192,778,771 1,932,778 16,867,576 Mr. Steve Downing 193,383,027 1,328,522 16,867,576 Mr. Gary Goode 165,799,393 28,912,156 16,867,576 Mr. Richard Schaum 176,445,007 18,266,542 16,867,576 Ms. Kathleen Starkoff 193,400,946 1,310,603 16,867,576 Mr. Brian Walker 192,657,284 2,054,265 16,867,576 Dr. Ling Zang 192,972,013 1,739,536 16,867,576 Proposal to Ratify the Appointment of Ernst & Young LLP as the Company's Auditors for the Fiscal Year Ended December 31, 2023     The shareholders did ratify the appointment of Ernst & Young LLP to serve as the Company's auditors for the fiscal year ending December 31, 2023: Votes For Votes Against Abstentions Broker Non-Votes 197,323,560 14,121,304 134,261 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 183,130,116 10,388,321 1,193,112 16,867,576 Proposal to Determine, on an Advisory Basis, Whether Shareholder Advisory Votes on Named Executive Officer Compensation Shall Occur Every One, Two, or Three Years     The shareholders did determine, on an advisory basis, that shareholder advisory notes on named executive officer compensation should occur every year: 1 Year 2 Years 3 Years Abstain 176,836,678 839,828 6,916,357 10,118,686 At a meeting held on May 18, 2023, the Company's Board of Directors (the "Board") considered the voting results received with respect to shareholders determining, on an advisory basis, that shareholder advisory votes on named executive officer compensation should occur every year, as set forth above. The Board decided, in light of such voting results, that the Company will hold shareholder advisory votes on compensation of the Company's named executive officers annually until another advisory vote on the frequency of shareholder advisory votes on named executive officer compensation is held. 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 22, 2023                            GENTEX CORPORATION                                     (Registrant)                                 By     /s/ Kevin Nash                                     Kevin Nash                                     Chief Financial Officer and                                     Vice President - Finance