GENTHERM INCORPORATED (NASDAQ:THRM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

GENTHERM INCORPORATED (NASDAQ:THRM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Amendment to Executive Nonqualified Defined Benefit Plan

On May 19, 2017, Gentherm Incorporated (the Company) amended (the
Plan Amendment) its Executive Nonqualified Defined Benefit Plan
(the Benefit Plan), an unfunded executive pension plan.The
Benefit Plan was effective April 1, 2008, was amended and
restated effective September 5, 2012, and the Companys current
Chief Executive Officer, Daniel R. Coker (Coker), is the only
participant in the Benefit Plan.Prior to the Plan Amendment, the
Benefit Plan provided for fifteen annual retirement benefit
payments to Coker of $300,000 each beginning January 1,
2018.Coker became fully vested in the benefits under the Benefit
Plan on April 1, 2017.The Plan Amendment provides that if Coker
continues to provide employment service to the Company through
and including January 1, 2018, the fifteen annual retirement
benefit payments will be increased to $342,000, otherwise the 15
annual retirement benefit payments will remain at $300,000.Except
as described above, the terms of the Benefit Plan remain
unchanged.

The Plan Amendment is attached as Exhibit 10.1 to this Report and
is incorporated herein by reference.

Amendment to Gentherm Incorporated 2013 Equity Incentive Plan

On May 19, 2017, the Companys shareholders approved an amendment
(the Incentive Plan Amendment) to the Gentherm Incorporated 2013
Equity Incentive Plan (the Incentive Plan).The Incentive Plan
Amendment (1) increased by 2,000,000 the maximum number of shares
of common stock that may be issued to awards granted under the
Incentive Plan and (2) increased the ratio used to count full
value awards issued under the Incentive Plan against the maximum
number of shares issuable under the Incentive Plan from 1.58
shares to 1.85 shares.

Prior to the Incentive Plan Amendment, the Incentive Plan
provided for a number of common shares available for issuance
(the Share Limit) equal to the sum of (i) 3,500,000 shares, plus
(ii) the number of shares of common stock that, as of the
effective date of the Incentive Plan, were subject to awards
granted under the Gentherm Incorporated 2006 Equity Incentive
Plan and the Gentherm Incorporated 2011 Equity Incentive Plan
(the Previous Plans) and that, after the effective date of the
Incentive Plan, expire or are terminated, surrendered or canceled
without the delivery of any shares of stock, in the case of
options, or are forfeited or reacquired by the Company in
accordance with the terms of the applicable Previous Plan, in the
case of unvested restricted stock awards.The Incentive Plan
Amendment increased the Share Limit by 2,000,000.

The Incentive Plan permits the granting of the following types of
Awards: (1) stock options, including both nonqualified options
and incentive options (Options), (2) stock appreciation rights
(SARs), (3) restricted stock and restricted stock units (RSUs),
(4) performance-based shares (Performance Shares), and (5) other
awards which are denominated or payable in, valued by reference
to, or otherwise based on our common stock, including rights to
make an outright purchase of unrestricted or restricted stock
(Other Stock-Based Awards).Awards of restricted stock, RSUs,
Performance Shares and Other Stock-Based Awards are referred to
as Full Value Awards.Unlike Options and SARs, a recipient of a
Full Value Award receives, in most cases, the entire value of the
underlying shares at the time the Award is granted, vested or
settled. Awards of Options and SARs, on the other hand, typically
provide the recipient with value only upon an increase in the
market price of the underlying shares.Prior to the Incentive Plan
Amendment, Full Value Awards counted against the Share Limit as
1.58 shares of common stock for each share of common stock
covered by such Awards and all Options and SARs counted against
the Share Limit as 1.00 share of common stock for each share of
common stock covered by such Awards.The Incentive Plan Amendment
increased the ratio used to count Full Value Awards issued under
the Incentive Plan against the Share Limit from 1.58 shares to
1.85 shares of common stock for each share of common stock
covered by such Awards.The ratio used to count all Options and
SARs against the Share Limit was not changed and remains at 1.00
share of common stock for each share of common stock covered by
such Awards.

Except as described above, the other terms of the Incentive Plan
remain in full force and effect.

The Incentive Plan Amendment is attached as Exhibit 10.2 to this
Report and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of Gentherm Incorporated
(the Company) on May 19, 2017, the shareholders: elected eight
directors, each to serve for a one-year term or until his or her
successor has been duly elected and qualified; ratified the
appointment of Grant Thornton LLP as the Companys independent
registered public accounting firm for the year ending December
31, 2017; approved (on an advisory basis) the compensation of the
Companys named executive officers; approved (on an advisory
basis) that an advisory vote on the compensation of our named
executive officers should occur every year and approved an
amendment to the Gentherm Incorporated 2013 Equity Incentive Plan
(1) increasing by 2,000,000 the maximum number of shares of
common stock that may be issued to awards granted under the plan
and (2) increasing the ratio used to count full value awards
issued under the plan against the maximum number of shares
issuable under the plan from 1.58 shares to 1.85 shares.The
results of the voting are shown below.

Proposal No. 1 Election of Directors

Nominee

For

Withheld

Broker

Non-Votes

Lewis Booth

32,616,821

1,408,353

1,686,348

Francois J. Castaing

32,564,500

1,460,674

1,686,348

Daniel R. Coker

32,585,280

1,439,894

1,686,348

Sophie Desormire

32,544,099

1,481,075

1,686,348

Maurice E.P. Gunderson

32,511,752

1,513,422

1,686,348

Yvonne Hao

33,765,629

259,545

1,686,348

Ronald Hundzinski

33,835,066

190,108

1,686,348

Byron T. Shaw II

32,615,693

1,409,481

1,686,348

Proposal No. 2 Ratification of Appointment of Independent
Registered Public Accounting Firm for 2017

For

Against

Abstain

35,615,985

54,263

41,274

Proposal No. 3 Advisory Vote on Named Executive Officer
Compensation

For

Against

Abstain

Broker

Non-Votes

30,804,492

3,165,677

55,005

1,686,348

Proposal No. 4 Approval (on an Advisory Basis) Whether an
Advisory Vote on the Compensation of our Named Executive Officers
Should Occur Once Every One, Two or Three Years

1 Year

2 Years

3 Years

Abstain

Broker

Non-Votes

28,668,808

154,394

5,160,616

41,356

1,686,348

Proposal No. 5 Approval of an Amendment to the Gentherm
Incorporated 2013 Equity Incentive Plan (1) Increasing by
2,000,000 the Maximum Number of Shares of Common Stock that May
Be Issued to Awards Granted Under the Plan and (2) Increasing the
Ratio Used to Count Full Value Awards Issued Under the Plan
Against the Maximum Number of Shares Issuable Under the Plan from
1.58 Shares to 1.85 Shares

For

Against

Abstain

Broker

Non-Votes

28,005,143

5,963,194

56,837

1,686,348

On Proposal 4, the most votes were received for an advisory vote
on named executive officer compensation once every year. In light
of such voting results and the prior recommendation of the Board
of Directors of the Company, the Board has determined that it
will implement an annual advisory vote on named executive officer
compensation until the next required advisory vote on such
frequency.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

10.1

Amendment to the Executive Nonqualified Defined Benefit
Plan Effective as of May 19, 2017

10.2

Amendment to the Gentherm Incorporated 2013 Equity
Incentive Plan Effective as of May 19, 2017


About GENTHERM INCORPORATED (NASDAQ:THRM)

Gentherm Incorporated (Gentherm) is a global technology company, which is engaged in the design, development, and manufacturing of innovative thermal management technologies and automotive cable systems. The Company has two segments: Automotive and Industrial. The Automotive segment comprises Gentherm’s three geographic operating segments: North America, Europe and Asia. The Industrial segment represents the combined results from its remote power generation systems business for industrial applications and its advanced research and product development division, which is researching and developing products for a range of different markets. Its products include Climate Control Seats (CCSs), Heated Seats, Battery Thermal Management (BTM) solutions, remote electric power generation systems, heated and cooled cup holder, thermal storage bin, Heated Steering Wheel, Heated Door and Armrest, and Heated and Cooled Mattress.

GENTHERM INCORPORATED (NASDAQ:THRM) Recent Trading Information

GENTHERM INCORPORATED (NASDAQ:THRM) closed its last trading session up +0.10 at 36.35 with 248,948 shares trading hands.

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