Gencor Industries Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of one director by holders of Common Stock (General John G. Coburn) and election of three directors by holders of Class B Stock (Marc G. Elliott, Walter A. Ketcham, Jr., and Thomas Vecchiolla) to serve until their successors are elected and qualified.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Board’s selection of Carr, Riggs & Ingram, L.L.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026 (following BPB’s cessation due to a transaction where CRI acquired certain BPB assets).

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement, including the Summary Compensation Table and related narrative.

   More detail

   This advisory (non-binding) proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy, serving as a stockholder expression of support for the Compensation Committee’s policies and pay decisions. Management is seeking this advisory approval to confirm that its compensation philosophy — described as intended to attract, motivate, and retain critical executives and to align management with stockholder interests — has shareholder support. The Company’s disclosed pay is largely fixed cash compensation with limited variable or equity-based awards (no outstanding equity awards as of September 30, 2025), which contributes to a limited relationship between pay and total shareholder return or net income for the periods shown. The Compensation Committee retains discretion to review and modify programs and may engage consultants as needed; the Committee also emphasizes governance features such as a clawback policy for performance-based compensation in the event of a restatement. Management frames the vote as a holistic endorsement of the compensation program rather than approval of any single item of pay, and the Board recommends a FOR vote while noting the result is non-binding. The Board and Compensation Committee state they value shareholder feedback and will consider any significant vote against the proposal and may take actions in response. In context, the Company is a smaller NYSE American-listed industrials firm with largely fixed cash pay and no equity incentives, meaning that the advisory vote primarily assesses philosophy and disclosure rather than complex pay-for-performance linkages. The Board’s recommendation rests on its view that the current programs are competitive and aligned with long-term company objectives; however, the non-binding nature of the vote and the company’s limited use of performance metrics may be points of focus for investors evaluating alignment between pay and performance.

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When is the Gencor Industries Inc 2026 annual meeting?

Gencor Industries Inc (GENC) holds its 2026 annual shareholder meeting on Friday, April 3, 2026.

What is the record date for the Gencor Industries Inc 2026 meeting?

The record date for the Gencor Industries Inc 2026 meeting is Thursday, February 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Gencor Industries Inc's 2026 meeting?

The board is presenting 4 director nominees at the Gencor Industries Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Gencor Industries Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Gencor Industries Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.