Gencor Industries Inc. filed SEC Form 8-K: Other Events, Shareholder Director Nominations
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| Item 5.08. | Shareholder Director Nominations. |
To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
| Item 8.01. | Other Events. |
The Annual Meeting of Stockholders of Gencor Industries, Inc. (the “Company”) that follows the end of the fiscal year ended September 30, 2025 has been scheduled for April 3, 2026 (the “2026 Annual Meeting”). The exact time and location of the 2026 Annual Meeting will be as set forth in our definitive proxy statement for the 2026 Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”). The record date for the determination of stockholders of the Company entitled to notice of and to vote at the 2026 Annual Meeting or any adjournment or postponement thereof is February 26, 2026.
Because the Company has changed the date of its 2026 Annual Meeting by more than 30 days from the date of the previous year’s meeting, the Company has set a new deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the 2026 Annual Meeting. In order to be considered timely, such proposals must be received by the Secretary of the Company no later than February 2, 2026. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Company’s proxy materials. Proposals of stockholders must also comply with the rules of the SEC regarding the inclusion of stockholder proposals in proxy materials, and the Company may omit from its proxy materials any proposal that does not comply with the SEC’s rules.
In addition, any shareholder seeking to submit proposals outside of Exchange Act Rule 14a-8 or to nominate a director must provide timely notice, as set forth in the Company’s Amended and Restated By-Laws (the “By-Laws”). Specifically, to be considered timely, written notice of any proposed business or director nomination must be received by the Company’s Secretary no later than the close of business on February 2, 2026, which is the tenth day following this public announcement of the date of the 2026 Annual Meeting. Any notice of proposed business or nomination must comply with the specific requirements set forth in the By-Laws.
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.
| GENCOR INDUSTRIES, INC. | ||||||
| January 23, 2026 | By: | /s/ Marc G. Elliott | ||||
| Marc G. Elliott, President and Chairman | ||||||
| January 23, 2026 | By: | /s/ Eric E. Mellen | ||||
| Eric E. Mellen, Chief Financial Officer | ||||||