Pursuant to Section13 or 15(d)of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2023
Generac Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-34627
20-5654756
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
S45 W29290 Hwy 59
Waukesha, Wisconsin
53189
(Address of principal executive offices)
(Zip Code)
(262) 544-4811
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
GNRC
New York Stock Exchange
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:
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item5.07Submission of Matters to a Vote of Security Holders.
At the 2023 annual meeting of stockholders, the Company’s stockholders (1) elected each of the Company’s director nominees listed below for a three-year term; (2) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023; (3) approved an advisory, non-binding resolution to approve the compensation of the Company’s named executive officers; and (4) approved a one year “say-on-pay frequency” of shareholder votes on compensation for the Company’s named executive officers on an advisory basis:
Proposal No.1 — Election of Directors
Name
Votes For
Withhold
Broker Non-Votes
Marcia J. Avedon
38,211,114
7,444,839
6,691,290
Bennet J. Morgan
37,740,610
7,898,222
6,691,290
Dominick P. Zarcone
44,956,385
683,575
6,691,290
Proposal No.2 — Ratification of the Appointment of Deloitte & Touche, LLP
Votes For
Votes Against
Abstentions
Broker Non-Votes
50,317,450
2,035,977
59,949
0
Proposal No.3 — Advisory Vote on Executive Compensation
Votes For
Votes Against
Abstentions
Broker Non-Votes
47,413,126
3,182,443
126,517
6,691,290
Proposal No.4 — Vote on Frequency of the Vote on Executive Compensation
One Year
Two Years
Three Years
Abstentions
Broker Non-Votes
44,794,876
82,474
783,603
61,133
6,691,290
In light of these voting results and other factors, the Company’s Board of Directors, at its meeting held June 15, 2023, determined that the Company will hold an annual advisory non-binding vote on executive compensation, until the next required vote on the frequency of the stockholder advisory vote on executive compensation.
2
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.
