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Get filing alertsGentherm shareholders approve 1.7M share increase to equity incentive plan
Filed May 19, 2026 · Period ending May 14, 2026 · ~1 min read
Key Changes
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Shareholders approved adding 1,700,000 shares to the 2023 Equity Incentive Plan, expanding the pool for employee stock compensation by approximately 46% from the original 3,730,000 base authorization.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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The equity plan amendment passed with 88.7% support (23,746,689 for vs. 3,021,023 against), with 11.3% opposition somewhat elevated but still representing solid majority approval.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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All nine directors were elected with 95.0% to 98.8% support, indicating routine uncontested elections with strong shareholder backing.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Executive compensation received 91.6% advisory approval (24,542,227 for vs. 2,253,813 against), reflecting general satisfaction with pay practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Ernst & Young LLP was ratified as independent auditor for 2026 with 97.7% support (27,592,281 for vs. 659,655 against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Gentherm held its 2026 annual meeting on May 14, with shareholders approving a significant expansion of the company's equity compensation capacity. The key outcome was approval of an amendment adding 1,700,000 shares to the 2023 Equity Incentive Plan, representing a 46% increase from the original 3,730,000 share base.
This expands the pool available for employee stock options, restricted stock, and performance awards, providing management with additional tools to attract and retain talent but creating incremental dilution potential for existing shareholders. The equity plan amendment passed with 88.7% support, somewhat lower than the other proposals but still a solid majority.
All other matters were routine: nine directors were elected with 95-99% support, executive compensation received 91.6% advisory approval, and the auditor was ratified with 97.7% backing. The vote results indicate a healthy, uncontested annual meeting with no governance controversies. The equity plan expansion is the material takeaway—shareholders have authorized management to issue additional stock-based compensation equivalent to roughly 5% of shares outstanding based on typical equity plan sizing.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 14, 2026, the shareholders of Gentherm Incorporated (the “Company”) approved an amendment (the “Amendment”) to the Gentherm Incorporated 2023 Equity Incentive Plan (the “2023 Equity Plan”). The Amendment increases by 1,700,000 the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2023 Equity Plan.
Shareholders approved adding 1,700,000 shares to the 2023 Equity Incentive Plan on May 14, 2026. This expands the pool of shares available for employee stock-based compensation awards such as options, restricted stock, and performance shares. The increase represents additional dilution potential for existing shareholders but provides the company with more capacity to attract and retain talent through equity compensation.
Added in current filing · verify on EDGAR →
Prior to the Amendment, the 2023 Equity Plan provided for shares of common stock available for issuance (the “Share Limit”) equal to the sum of (i) 3,730,000 shares, plus (ii) the number of shares of common stock subject to outstanding awards granted under the Gentherm Incorporated 2013 Equity Incentive Plan (the “2013 Equity Plan”) (as of the effective date of the 2023 Equity Plan) that, after the effective date of the 2023 Equity Plan, are forfeited, surrendered, terminated (other than by exercise), cancelled, lapsed or reacquired by the Company prior to vesting, without the delivery of any shares of common stock, and otherwise comply with the recycling provisions of the 2013 Equity Plan and 2023 Equity Plan.
The original 2023 Equity Plan had 3,730,000 shares available, plus any forfeited or cancelled shares from the prior 2013 plan that could be recycled. The new 1,700,000 share increase brings the base authorization to 5,430,000 shares, representing an undisclosed amount a 46% expansion of the share pool before considering any recycled shares from forfeitures.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Gentherm held its 2026 annual meeting, electing nine directors and approving executive compensation, auditor ratification, and equity plan amendment.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
For | Against | Abstain | Broker Non-Votes | 24,542,227 | 2,253,813 | 29,094 | 1,441,147
Shareholders approved executive compensation on an advisory basis with 91.6% support (24,542,227 for vs. 2,253,813 against). The 8.4% opposition level is within normal ranges for say-on-pay votes, indicating general shareholder satisfaction with executive pay practices.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify