{"url_path":"/sec/thrm/8-k/2026-09-11/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/903129/0001193125-26-388630-index.html","accession_number":"0001193125-26-388630","cik":"0000903129","ticker":"THRM","issuer_name":"Gentherm Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/903129/0001193125-26-388630-index.html","primary_entity_key":"0000903129","primary_entity_name":"Gentherm Inc"},"word_count":461,"has_tables":true,"body_markdown":"Item 5.07\n\nSubmission of Matters to a Vote of Security Holders.\n\nOn September 10, 2026, the Company held a special meeting of its shareholders to consider and vote on certain proposals in connection with the Transactions (such meeting, the “Special Meeting”), each of which is set forth below and described in more detail in the Proxy Statement/Prospectus.\n\nA total of approximately 29,142,794 shares of Gentherm Common Stock were present or represented by proxy at the Special Meeting, representing approximately 94.8% of all shares of Gentherm Common Stock entitled to vote at the Special Meeting. The final results of voting on each of the matters submitted to a vote of shareholders during the Special Meeting are as follows:\n\nProposal No. 1 – Share Issuance Proposal\n\nAt the Special Meeting, Gentherm’s shareholders voted upon a proposal to approve of the issuance of shares of Common Stock pursuant to the Merger Agreement (the “Share Issuance Proposal”).\n\n \n\nFor\n\n \n\nAgainst\n\n \n\nAbstain\n\n \n\nBroker Non-Votes\n\n28,125,535\n \n8,725\n \n47,561\n \n960,973\n\nPursuant to the foregoing vote, the shareholders approved the Share Issuance Proposal.\n\nProposal No. 2 - Charter Amendment Proposal\n\nAt the Special Meeting, Gentherm’s shareholders voted upon a proposal to approve an amendment to the Gentherm Second Amended and Restated Articles of Incorporation to effect an increase to the number of authorized shares of Gentherm Common Stock pursuant to the Merger Agreement (the “Charter Amendment Proposal”).\n\n \n\nFor\n\n \n\nAgainst\n\n \n\nAbstain\n\n \n\nBroker Non-Votes\n\n28,950,597\n \n161,933\n \n30,264\n \n0\n\nPursuant to the foregoing vote, the shareholders approved the Charter Amendment Proposal.\n\nProposal No. 3 – Adjournment Proposal\n\nBecause the Share Issuance Proposal was approved by at least a majority of the votes cast by the shareholders of Common Stock represented in person or by proxy at the Special Meeting and the Charter Amendment Proposal was approved by at least a majority of the outstanding shares of Common Stock entitled to vote on the Charter Amendment Proposal, the proposal to approve the adjournment of the Special Meeting, if necessary, (a) to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal and the Charter Amendment Proposal, (b) if there are insufficient shares of Common Stock represented (either in person via the Internet or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (c) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that Gentherm has determined, based on the advice of outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by Gentherm shareholders prior to the Special Meeting (the “Adjournment Proposal”), was rendered moot and was not called for a vote at the Special Meeting."}