8-K

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 7, 2024

(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)

Delaware

001-11703

59-0933147

(State or other jurisdiction of

incorporated or organization)

Commission

File Number

(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

Title of Each Class

Trading

Symbol(s)

Name of Exchange

on which registered

Common Stock ($.10 Par Value)

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 7, 2024, at an Annual Meeting of Stockholders, the following were 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., as the Company’s independent registered public accounting firm for the year ending September 30, 2024.

(3) The approval of 3 years as the frequency of holding an advisory vote on executive compensation.

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:


Name	Votes For	Votes Abstained/ Withheld	Broker Non-votes
General John G. Coburn (Ret.)	4,682,321	4,345,684	1,194,481

Election of Directors by Holders of Class B Stock:


Name	Votes For	Votes Abstained/ Withheld	Broker Non-votes
E.J. Elliott	2,318,857	-0-	-0-
Marc G. Elliott	2,318,857	-0-	-0-
Thomas A. Vecchiolla	2,318,857	-0-	-0-
Walter A. Ketcham, Jr.	2,318,857	-0-	-0-

All director nominees were duly elected.

Ratification of the Selection of MSL, P.A. as the Company’s Independent Registered Public Accounting Firm for the Year Ending September 30, 2024:


	Votes for	Votes Against	Votes Abstained/ Withheld	Broker Non-votes
Common Stock	9,902,877	295,920	23,689	-0-
Class B Stock	2,318,857	-0-	-0-	-0-

The proposal was duly approved.

The Approval of 3 Years as the Frequency of Holding an Advisory Vote on Executive Compensation:


	Votes for 3 Years	Votes for 2 Years	Votes for 1 Year	Broker Non-votes	Abstain
Common Stock	4,000,658	17,657	4,899,798	1,194,481	109,892
Class B Stock	2,318,857	-0-	-0-	-0-	-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.

GENCOR INDUSTRIES, INC.

/s/ Eric E. Mellen

Eric E. Mellen

Chief Financial Officer

(Principal Financial and Accounting Officer)

March 7, 2024

SEC Form 8-K filed by Gencor Industries Inc.