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THRM > SEC Filings for THRM > Form 8-K on 20-May-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a Vote of Securi

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the annual meeting of stockholders of Gentherm Incorporated (the "Company") on May 16, 2013, the Company's stockholders approved the Gentherm Incorporated 2013 Equity Incentive Plan (the "2013 Plan"). The 2013 Plan provides for the award to certain key employees, non-employee directors and consultants or advisors to the Company or any of its subsidiaries of stock options, stock appreciation rights, restricted stock, restricted stock units, performance share awards or other stock-based awards up to an aggregate of (a) 3,500,000 shares of the Company's common stock ("Common Stock"), plus (b) the number of shares of Common Stock that, as of the effective date of the 2013 Plan, are subject to awards granted under the Gentherm Incorporated 2006 Equity Incentive Plan or the 2011 Equity Incentive Plan (collectively, the "Superseded Plans") and that, on or after the effective date of the 2013 Plan, (i) expire or are terminated, surrendered or canceled without the delivery of any shares or Common Stock, in the case of options, or (ii) are forfeited or reacquired by the Company, in accordance with the terms of the relevant plan, in the case of unvested restricted stock awards. The foregoing summary is qualified in its entirety by reference to the 2013 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. As a result of stockholder approval of the 2013 Plan, no new awards will be granted by the Company under either of the Superseded Plans and the Superseded Plans were automatically amended as reflected in the amendments attached hereto as Exhibits 10.2 and 10.3.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the annual meeting of stockholders of the Company on May 16, 2013, the Company's stockholders elected the nine director nominees to the Board to serve one-year terms, ratified the selection of Grant Thornton LLP to act as the Company's independent registered public accounting firm for the year ended December 31, 2013, approved, on an advisory basis, the compensation of the Company's named executive officers, and approved the Gentherm Incorporated 2013 Equity Incentive Plan. The results of the voting are shown below.

Proposal 1 - Election of Directors

              Nominee                 For          Withheld       Non-Votes
              Lewis Booth           23,359,790       579,022       2,062,034
              Francois Castaing     25,023,461       915,351       2,062,034
              Daniel Coker          25,111,491       827,321       2,062,034
              Sophie Desormiére     25,122,053       816,759       2,062,034
              Maurice Gunderson     25,106,582       832,230       2,062,034
              Oscar B. Marx         25,059,196       879,616       2,062,034
              Carlos Mazzorin       25,116,972       821,840       2,062,034
              Franz Scherer         25,356,785       582,027       2,062,034
              Byron Shaw            25,359,750       579,062       2,062,034

Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm

For Against Abstain 27,743,856 10,773 246,217

Proposal 3 - Advisory Vote on Compensation of the Named Executive Officers

For Against Abstain Broker Non-Votes
24,911,918 619,133 407,761 2,062,034

Proposal 4 - Approval of Gentherm Incorporated 2013 Equity Incentive Plan

For Against Abstain Broker Non-Votes
22,188,656 3,344,345 405,811 2,062,034

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number      Description

10.1        Gentherm Incorporated 2013 Equity Incentive Plan (incorporated by
            reference from the Company's Definitive Proxy Statement on Schedule
            14A with respect to the Company's 2013 Annual Meeting of Stockholders,
            filed on April 22, 2013)

10.2        Sixth Amendment to 2006 Equity Incentive Plan

10.3        Third Amendment to 2011 Equity Incentive Plan

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