Gentex Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine directors to serve one-year terms expiring in 2027 (Leslie Brown, Garth Deur, Steve Downing, John C. Kennedy, Billy Pink, Richard Schaum, Kathleen Starkoff, Brian Walker, and Ling Zang).

2. 2

   Ratification of Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation of the Company's named executive officers as disclosed in the proxy (Compensation Discussion and Analysis, compensation tables, narrative).

   More detail

   The advisory Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the disclosed compensation of the named executive officers, including the Compensation Discussion and Analysis and supporting compensation tables and narrative. Management is seeking this advisory endorsement to validate their pay-for-performance program, which emphasizes performance-based annual and long-term incentives (Revenue, Operating Income, and Earnings per Diluted Share for annual bonuses; EBITDA and ROIC for PSAs), stock ownership guidelines, clawback policy, and anti-hedging/anti-pledging rules. The Board recommends FOR because the Compensation Committee believes the program aligns pay with long-term shareholder value, emphasizes performance, uses independent benchmarking and consultant input, and includes governance safeguards (clawback, no hedging, minimum vesting, and double-trigger change-in-control provisions). Shareholder support is expected to inform future compensation decisions; last year’s say-on-pay received 96% support. While advisory, a strong FOR vote supports management’s compensation philosophy; a weak vote would prompt the Board to reassess plan components and engagement with shareholders.

4. 4

   Approval of the Gentex Corporation 2026 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the Gentex Corporation 2026 Omnibus Incentive Plan, which would replace the 2019 Omnibus Plan and authorize 30,000,000 shares for equity and other awards to employees and non-employee directors.

   More detail

   The proposal requests shareholder approval of the Gentex Corporation 2026 Omnibus Incentive Plan, an amendment and restatement of the 2019 Omnibus Plan, seeking authorization of 30,000,000 shares to fund future equity and cash-based awards to employees and non-employee directors. Management frames the plan as necessary to continue granting equity incentives to attract, retain, and motivate talent and align pay with shareholder interests, noting limits and guardrails—no evergreen automatic increases, conservative share reuse rules (Full Value Awards counted as 3.06 shares), minimum 12-month vesting (with 5% exception), prohibition on repricing without shareholder approval, prohibition on discount options, double-trigger change-in-control protections, clawback policy, and shareholder approval required for material plan amendments. The plan sets life-of-plan and per-participant caps (e.g., 2 million ISOs lifetime cap, 1 million per participant on options or performance awards in a performance period, $10 million cap on cash-denominated awards, $500k annual cap for non-employee director compensation), reports expected dilution (~14.85%) and a three-year burn rate of 0.66%, and contemplates substitution of awards in acquisitions. Board recommends FOR, arguing failure to approve would limit the company's ability to grant equity incentives and could hinder talent retention; the proposal raises governance-relevant topics for investors, including share accounting mechanics, shareholder protections, and the balance between dilution and executive pay leverage.

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When is the Gentex Corp 2026 annual meeting?

Gentex Corp (GNTX) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Gentex Corp 2026 meeting?

The record date for the Gentex Corp 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Gentex Corp's 2026 meeting?

The board is presenting 9 director nominees at the Gentex Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Gentex Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Gentex Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.