GENTEX CORPORATION (NASDAQ:GNTX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2018, the Board of Directors of Gentex Corporation (the “Company”) appointed Kathy Starkoff as a director, effective immediately. The initial term as a director for Ms. Starkoff will expire at the Company’s 2019 annual meeting of shareholders, unless she is re-nominated as a director, andelectedby stockholders at the annual meeting.
Ms. Starkoff currently serves as Founder, President and CEO of Orange Star Consulting. Prior to founding Orange Star, Ms. Starkoff served as CIO at The Ohio State University, where she was a member of both the President’s Council and the University’s Management Committee, providing strategic direction and advice to the President, key leaders and the Board of Trustees. Prior to that , Ms. Starkoff served as CTO and Group Vice President of Limited Brands, a $6 billion global retailer, now LBrands. While there, Ms. Starkoff led transformational change, which included informing and advising key executives and the board of directors. Prior to her role at LBrands, Ms. Starkoff was CTO and Senior Vice President at Bank One Corporation, now Chase, where she used her experience to help improve the speed and effectiveness of IT in mergers and acquisitions. Ms. Starkoff currently serves as Board Chair of Flying Horse Farms and is also a member of the SeriousFun Children’s Network Board.
Ms.Starkoff will receive compensation for her service on the Board of Directors in accordance with the Company’snon-employee director compensation program (as described further in Part III, Item 11 and Exhibit 10.15 to the Company’s Annual Report onForm10-Kfiled February 21, 2018, which are incorporated herein by reference), including annual retainers and stock option grants under the Company’s 2012 Amended and Restated Non-employee Director Stock Option Plan, prorated to reflect herappointmentdate. The Company also entered into a standard form indemnity agreement with Ms. Starkoff effective upon her appointment to the Board of Directors (which indemnity agreement form was included as Exhibit 10.10 to the Company's Annual Report on Form 10-K filed February 21, 2018).
There are no arrangements or understandings between Mr. Starkoff and any other persons to which she was appointed to the Board of Directors. There are no family relationships between Ms. Starkoff and any director, officer, or any person nominated or chosen by the Company to become a director or officer. There are no related party transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. Starkoff and the Company. Ms. Starkoff has been determined by the Board of Directors to be independent in accordance with
the current standards of the NASDAQ Global Select Market based on information she provided.
A copy of the Company's News Release concerning the foregoing announcements is attached as Exhibit 99.1.
Section 9.Financial Statements and Exhibits
Item 9.01Financial Statements and Exhibits
News Release Dated October 1, 2018.
GENTEX CORP ExhibitEX-99.1 2 ex99109302018.htm EXHIBIT 99.1 Exhibit Gentex Appoints Kathy Starkoff to Board of DirectorsZeeland,…To view the full exhibit click
About GENTEX CORPORATION (NASDAQ:GNTX)
Gentex Corporation designs and manufactures automatic-dimming rearview mirrors and electronics for the automotive industry, dimmable aircraft windows for the aviation industry, and commercial smoke alarms and signaling devices for the fire protection industry. The Company’s segments include Automotive Products and Other, which includes Fire Protection Products and Dimmable Aircraft Windows. The Company’s business involves designing, developing, manufacturing and marketing interior and exterior auto-dimming automotive rearview mirrors that utilize electrochromic technology to dim in proportion to the amount of headlight glare from trailing vehicle headlamps. The Company also designs, develops and manufactures various electronics features that are additive to the interior and exterior automotive rearview mirrors, as well as interior visors and overhead consoles. The Company ships its product to all of the automotive producing regions across the world.