Current Report Filing (8-k)
March 31 2023 - 3:16PM
Edgar (US Regulatory)
GENCOR INDUSTRIES INC false 0000064472 0000064472 2023-03-31 2023-03-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 31, 2023
(Date of earliest event reported)
GENCOR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
5201 North Orange Blossom Trail, Orlando, Florida 32810
(Address of principal executive offices) (Zip Code)
(407) 290-6000
(Registrant’s telephone number, including area code)
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| Delaware |
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001-11703 |
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59-0933147 |
| (State or other jurisdiction of incorporated or organization) |
|
Commission
File Number |
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(I.R.S. Employer Identification No.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act
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| Title of Each Class |
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Trading
Symbol(s) |
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Name of Exchange
on which registered |
| Common Stock ($.10 Par Value) |
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GENC |
|
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 - Submission of Matters to a Vote of Security Holders
On March 31, 2023, at an Annual Meeting of Stockholders, the following was approved by the Stockholders of Gencor Industries, Inc. (the “Company”):
(1) The election of the following directors:
By holders of Common Stock:
General John G. Coburn (Ret.)
By holders of Class B Stock:
E.J. Elliott
Marc G. Elliott
Thomas A. Vecchiolla
Walter A. Ketcham, Jr.
(2) The ratification of the selection of MSL, P.A., independent certified public accountants, as auditors for the Company for the year ending September 30, 2023.
(3) The approval, on an advisory basis, of the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2023Annual Meeting of Stockholders.
The total number of shares entitled to vote at this meeting was 12,338,845 shares of Common Stock and 2,318,857 shares of Class B Stock, and the final tabulation of proxies was as follows:
Election of Director by Holders of Common Stock:
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| Name |
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Votes for |
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Votes Withheld |
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Broker Non-votes |
| General John G. Coburn (Ret.) |
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5,503,710 |
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2,526,858 |
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1,607,671 |
Election of Directors by Holders of Class B Stock:
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| Name |
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Votes for |
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Votes Withheld |
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Broker Non-votes |
| E.J. Elliott |
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2,318,857 |
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-0- |
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-0- |
| Marc G. Elliott |
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2,318,857 |
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-0- |
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-0- |
| Thomas A. Vecchiolla |
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2,318,857 |
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-0- |
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-0- |
| Walter A. Ketcham, Jr. |
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2,318,857 |
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-0- |
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-0- |
All director nominees were duly elected.
Ratification of Appointment of MSL, P.A. as Auditors for the Year Ending September 30, 2023:
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Votes for |
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Votes Against |
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Votes Withheld |
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Broker Non-votes |
| Common Stock |
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9,224,704 |
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395,462 |
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18,073 |
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-0- |
| Class B Stock |
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2,318,857 |
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-0- |
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-0- |
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-0- |
The proposal was duly approved.
Approval, on an advisory basis, of the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders:
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Votes for |
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Votes Against |
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Abstentions |
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Broker Non-votes |
| Common Stock |
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7,856,562 |
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157,060 |
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16,946 |
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1,607,671 |
| Class B Stock |
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2,318,857 |
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-0- |
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-0- |
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-0- |
The proposal was duly approved.
No other business was brought before the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| GENCOR INDUSTRIES, INC. |
|
| /s/ Eric E. Mellen |
| Eric E. Mellen |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
|
| March 31, 2023 |
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