Form 8-K





Washington, DC 20549







Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 16, 2012




(Exact name of registrant as specified in its charter)




Michigan   0-10235   38-2030505

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


600 North Centennial Street

Zeeland, Michigan

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (616) 772-1800

(Former name or former address, if changed since last report.)



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))




Section 5 - Corporate Governance and Management


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(e) The Company has increased the overall responsibilities of Mark Newton in the areas of engineering and sales. His title remains Senior Vice President and he is already an executive officer with reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended.

In connection with Mr. Newton’s increased responsibilities, on August 16, 2012, the Company set Mr. Newton’s annual salary at $275,184. He will remain eligible for profit-sharing bonuses and discretionary bonuses, which are also available to all salaried employees and officers generally and which, in operation, provide for the same method of allocation of benefits between management and non-management participants. In addition, Mr. Newton will also receive an 18,090-share stock option grant and a restricted stock grant of 13,260-shares, pursuant to the Company’s shareholder approved Employee Stock Option Plan and shareholder approved Second Restricted Stock Plan, respectively, with such grants to be made at the next regularly scheduled Compensation Committee meeting (in accordance with Company policies and procedures).

Notwithstanding the foregoing, Mr. Newton does not have a written employment agreement and will continue to be an at-will employee of the Company as is the case with all employees of the Company.


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 thereunto duly authorized.


Dated: August 21, 2012   GENTEX CORPORATION

/s/ Fred Bauer

    Fred Bauer

Its Chairman of the Board and

Chief Executive Officer