<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
GENTEX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
GENTEX CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
GENTEX
CORPORATION
600 N. Centennial Street
Zeeland, Michigan 49464
NOTICE OF 2000 ANNUAL MEETING
- --------------------------------------------------------------------------------
The Annual Meeting of the Shareholders of Gentex Corporation, a
Michigan corporation, will be held at the Company's new automotive products
manufacturing facility, 58 E. Riley Street, Zeeland, Michigan, on Thursday, May
18, 2000, at 4:30 p.m. E.D.S.T., for the following purposes:
1. To elect two directors as set forth in the Proxy Statement.
2. To act upon the proposal to amend the Articles of Incorporation
to increase the authorized shares of common stock.
3. To transact any other business that may properly come before the
meeting.
Shareholders of record as of the close of business on March 24, 2000,
are entitled to notice of, and to vote at the meeting. You are requested to
sign, date, and return the accompanying Proxy in the enclosed, self-addressed
envelope, regardless of whether you expect to attend the meeting in person. You
may withdraw your Proxy at the meeting if you are present and desire to vote
your shares in person.
BY ORDER OF THE BOARD OF DIRECTORS
April 11, 2000 Connie Hamblin
Secretary
[MAP]
<PAGE> 3
GENTEX CORPORATION
600 N. Centennial Street
Zeeland, Michigan 49464
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD MAY 18, 2000
SOLICITATION OF PROXIES
This Proxy Statement is being furnished on or about April 11, 2000, to
the shareholders of Gentex Corporation (the "Company") in connection with the
solicitation by the Board of Directors of the Corporation of Proxies to be used
at the Annual Meeting of Shareholders to be held on Thursday, May 18, 2000, at
4:30 p.m., at the Company's new automotive products manufacturing facility, 58
E. Riley Street, Zeeland, Michigan.
If the form of Proxy accompanying this Proxy Statement is properly
executed and returned to the Company, the shares represented by the Proxy will
be voted at the Annual Meeting of Shareholders in accordance with the directions
given in the Proxy, unless the Proxy is revoked. Any shareholder executing and
returning the form of Proxy which accompanies this Proxy Statement may revoke
the Proxy, at any time before it has been exercised, by delivering a written
notice of revocation to the Secretary of the Company, executing a subsequent
proxy or attending the meeting and voting in person.
The cost of the solicitation of Proxies will be borne by the Company.
In addition to the use of the mail, Proxies may be solicited personally or by
telephone or facsimile by a few regular employees of the Company without
additional compensation. The Company does not intend to pay any compensation for
the solicitation of Proxies, except that brokers, nominees, custodians, and
other fiduciaries will be reimbursed by the Company for their expenses in
connection with sending proxy materials to beneficial owners and obtaining their
Proxies.
VOTING SECURITIES AND RECORD DATE
March 24, 2000, has been fixed by the Board of Directors as the record
date for determining shareholders entitled to vote at the Annual Meeting. On
that date, 73,737,537 shares of the Company's common stock, par value $.06 per
share, were issued and outstanding. Shareholders are entitled to one vote for
each share of the Company's common stock registered in their names at the close
of business on the record date.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation specify that the Board of
Directors shall consist of at least six, but not more than nine members, with
the exact number to be determined by the Board. The Board has fixed the number
of directors at seven. The Articles of Incorporation also
<PAGE> 4
specify that the Board of Directors be divided into three classes, with the
classes to hold office for staggered terms of three years each. Fred Bauer and
Leo Weber are incumbent directors previously elected by shareholders, and they
are nominees for re-election to a three-year term expiring in 2003.
Unless otherwise specifically directed by a shareholder's marking on
the Proxy card, the persons named as proxy voters in the accompanying Proxy will
vote for the nominees described below. In the event any of these nominees is no
longer a candidate at the time of the Annual Meeting of Shareholders (a
situation which is not now anticipated), the Board of Directors may designate a
substitute nominee, in which case the accompanying Proxy will be voted for the
substituted nominee.
Under Michigan law, directors are elected by a plurality of votes cast
by shareholders. Therefore, the two nominees who receive the largest number of
affirmative notes will be elected, irrespective of the number of votes received.
Broker nonvotes, votes withheld, and votes cast against any nominee will not
have a bearing on the outcome of the election. Votes will be counted by
Inspectors of Election appointed by the presiding officer at the Annual Meeting.
The Board of Directors recommends a vote FOR the election of both
persons nominated by the Board.
The content of the following table relating to business experience is
based upon information furnished to the Company by the nominees and directors.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
NAME, (AGE) AND POSITION BUSINESS EXPERIENCE PAST FIVE YEARS
- -----------------------------------------------------------------------------------------------------------------------------
NOMINEES FOR TERMS TO EXPIRE IN 2003
<S> <C>
Fred Bauer (57) Mr. Bauer is the Chairman and Chief Executive Officer
Director since 1981 of Gentex Corporation, and he has held that position
for more than five years.
Leo Weber (70) Since 1990, Mr. Weber has been engaged in the
Director since 1991 consulting business as L. L. Weber & Associates, West
Bloomfield, MI. Previously, he was the President of Robert Bosch
Corporation, Farmington Hills, MI (manufacturer of sophisticated
automotive components).
DIRECTORS WHOSE TERMS EXPIRE IN 2002
Arlyn Lanting (59) Mr. Lanting is the Vice President - Finance of Aspen
Director since 1981 Enterprises, Ltd., Grand Rapids, MI (real estate
investments), and he has held that position for more than
five years.
Kenneth La Grand (59) Mr. La Grand is the Executive Vice President of
Director since 1987 Gentex Corporation, and he had held that position for
more than five years.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 5
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Ted Thompson (70) Mr. Thompson is the Chairman of X-Rite, Incorporated,
Director since 1987 Grandville, MI (a manufacturer of light and
color-measuring instruments), and he had held that
position for more than five years. Mr. Thompson is
also a director of X-Rite, Incorporated.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
Mickey Fouts (68) Mr. Fouts has been Chairman of the Board, Equity
Director since 1982 Services Company (investment services), Castle Rock,
CO, for more than five years. In addition, he was Chairman
of the Board and interim C.E.O. of American Consolidated
Growth Capital (temporary services), Denver, CO, from
January to June of 1996.
John Mulder (63) Mr. Mulder is the Vice President - Customer Relations
Director since 1992 of Gentex Corporation, and has held that position
since February 2000. Previously, he was Senior Vice
President - Automotive Marketing from September 1998 to
February 2000. Prior to September 1998, he was Vice
President - Automotive Marketing for more than five years.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Arlyn Lanting and Kenneth La Grand are brothers-in-law. There are no
other family relationships between the nominees, directors, and executive
officers of the Company.
The Company has an Audit Committee comprised of Messrs. Lanting and
Weber. The Audit Committee recommends to the Board of Directors the selection of
independent public accountants and reviews the scope of their audit, and their
audit report, and any recommendations made by them. This Committee met on three
occasions during the fiscal year ended December 31, 1999.
The Company has a Compensation Committee comprised of Messrs. Bauer,
Lanting and Thompson. The Compensation Committee is responsible for
administering the Company's stock-based incentive plans and supervising other
compensation arrangements for executive officers of the Company. The
Compensation Committee met five times during the fiscal year ended December 31,
1999.
In addition, the Company has an Executive Committee comprised of
Messrs. Bauer, Lanting and La Grand which is authorized to act on behalf of the
Board between full Board meetings, to the extent permitted by law.
This Committee did not meet during the fiscal year ended December 31, 1999.
The Company does not have a standing nominating committee.
During 1999, the Board of Directors met on three occasions. All
directors attended at least seventy-five percent of the aggregate number of
meetings of the Board and Board committees on which they served.
3
<PAGE> 6
PROPOSAL TO APPROVE INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
Article III of the Company's Articles of Incorporation currently
provides for authorized capital stock of 105,000,000 shares, consisting of
100,000,000 shares of common stock, par value $.06 per share, and 5,000,000
shares of preferred stock, no par value. No preferred stock is presently
outstanding. At March 1, 2000, there were 73,513,873 shares of common stock
outstanding, and 11,664,520 shares have been reserved for issuance under the
Company's various stock plans.
At a meeting held on March 27, 2000, the Board of Directors resolved to
amend Article III of the Articles of Incorporation to increase the authorized
shares of common stock from 100,000,000 to 200,000,000 sometime prior to the
Company's annual meeting in 2001, and recommend the amendment for approval by
the Company's shareholders. The Board's resolution and its recommendation are
subject to the Board's ability to abandon the amendment in its discretion. The
Board believes that the authorization of an additional 100,000,000 shares of
common stock will provide increased flexibility for future growth and provide
the opportunity for enhanced marketability of the Company's common stock,
although the Board has no present intention of issuing those shares for any
particular purpose at the present time.
From time to time, the Company has considered potential acquisitions
and management expects to continue to consider acquisition opportunities in the
future. The Company's common stock could be used as a means for accomplishing an
acquisition. The increase in authorized common stock would also enhance the
ability of the Board of Directors to consider the possibility of declaring a
stock dividend to existing shareholders and/or provide for the reservation of
additional shares for potential issuance under the Company's various stock plans
as a means of retaining key personnel and attracting new personnel. It is also
possible that the additional shares of common stock could be utilized by the
Company as a part of a defensive strategy to counter any hostile takeover
attempts. Shares of the Company's common stock do not carry preemptive rights to
purchase additional shares of the Company's stock.
The Board recommends that Article III of the Company's Articles of
Incorporation be amended to read as stated on Appendix A to this Proxy Statement
any time prior to the Company's annual meeting in 2001, subject to the Board's
ability to abandon the amendment in its discretion. The only change in the
Articles is the increase in the number of shares of common stock from
100,000,000 to 200,000,000.
The affirmative vote of a majority of the outstanding shares of common
stock, in person or by proxy, on the proposed amendment to Article III is
required for approval. Since an absolute majority of outstanding shares is
required, any ballot or proxy marked "abstain" will have the same effect as a
negative vote. Votes will be counted by Inspectors of Election appointed by the
presiding officer at the Annual Meeting.
The Board of Directors recommends a vote FOR adoption of the proposed
increase in authorized common stock any time prior to the Company's annual
meeting in 2001, subject to the Board's ability to abandon the amendment in its
discretion.
4
<PAGE> 7
SECURITIES OWNERSHIP OF MANAGEMENT
The following table contains information with respect to ownership of
the Company's common stock by all directors, nominees for election as directors,
executive officers named in the tables under the caption Executive Compensation,
and all directors and executive officers and directors as a group. The content
of this table is based upon information supplied by the Company's officers,
directors, and nominees for election as directors, and represents the Company's
understanding of circumstances in existence as of March 1, 2000.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF OWNERSHIP
-----------------------------------------------
SHARES BENEFICIALLY EXERCISABLE PERCENT
NAME OF BENEFICIAL OWNER OWNED (1) OPTIONS (2) OF CLASS
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fred Bauer 3,345,466 160,002 5.0%
Mickey E. Fouts 25,000 25,000 *
Enoch Jen 93,000 31,800 *
Arlyn Lanting 597,050 (3) 197,000 *
Kenneth La Grand 608,703 (4) 146,455 *
John Mulder 129,898 24,998 *
Ted Thompson 237,000 197,000 *
Leo L. Weber 73,000 65,000 *
All directors and executive officers
as a group (8 persons) 5,409,117 847,255 7.4%
------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Less than one percent.
(1) Except as otherwise indicated by footnote, each named person claims
sole voting and investment power with respect to the shares indicated.
(2) This column reflects shares subject to options exercisable within 60
days, and these shares are included in the column captioned "Shares
Beneficially Owned."
(3) Includes 400,000 shares owned of record by Aspen Enterprises, Ltd., of
which Mr. Lanting is a director, officer and substantial shareholder,
and Mr. Lanting disclaims beneficial ownership of those shares. Also
includes 25 shares owned by Mr. Lanting's spouse through a partnership,
and Mr. Lanting disclaims beneficial ownership of those shares.
5
<PAGE> 8
(4) Includes 50,000 shares held in a trust established by Mr. La Grand's
spouse, and Mr. La Grand disclaims beneficial ownership of those
shares. Also includes 1,564 shares held in trusts by Mr. La Grand's
spouse for Mr. La Grand's grandchildren, and Mr. La Grand disclaims
beneficial ownership of these shares.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table contains information with respect to ownership of
the Company's common stock by persons or entities who are beneficial owners of
more than five percent of the Company's voting securities. The information
contained in this table is based on information contained in Schedules 13D and
13G furnished to the Company.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
American Express Financial Advisors
IDS Tower 10 4,024,394 5.5%
80 South Eighth Street
31st Floor
Minneapolis, MN 55440
State Treasurer 3,996,985 (1) 5.4%
State of Michigan
P.O. Box 15128
Lansing, MI 48901
</TABLE>
(1) The State Treasurer acts as the investment fiduciary for retirement
systems sponsored by the State of Michigan for Public School Employees,
State Employees, State Police and Judges.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following table contains information regarding compensation paid by
the Company with respect to the preceding fiscal year to its chief executive
officer and to each executive officer whose salary and bonus compensation
exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
LONG TERM
COMPENSATION
------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------------------------------------
RESTRICTED SECURITIES ALL OTHER
YEAR SALARY BONUS OTHER STOCK UNDERLYING LTP COMPENSATION
EXECUTIVE ($) ($) ($) AWARD($)(1) OPTIONS(#) ($) ($)(2)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fred Bauer 1999 287,230 62,470 -- 65,000 4,650
Chairman and CEO 1998 283,126 53,791 -- 50,000 4,127
1997 267,680 74,433 -- 60,000 3,952
Kenneth La Grand 1999 175,186 49,546 -- 24,000 4,399
Executive Vice President 1998 172,164 43,366 168,375 24,000 3,876
1997 160,643 55,259 -- 40,000 3,701
John Mulder 1999 207,144 70,731 -- -- 4,490
Sr. Vice President, 1998 203,879 64,192 133,297 18,000 3,945
Automotive Marketing 1997 179,133 57,372 -- 30,000 3,772
Enoch Jen 1999 110,762 49,215 -- 15,000 4,251
Vice President, 1998 107,856 43,398 212,674 24,000 3,740
Finance & Treasurer 1997 101,176 40,477 -- 24,000 3,564
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the aggregate market value at the date of grant for shares
of common stock awarded under the Company's Restricted Stock Plan.
Assuming continued employment with the Company, restrictions on shares
lapse upon the expiration of five years from the date of grant in the
case of Mr. Jen, and one-third each on the 4th, 5th, and 6th
anniversaries of the grant in all other cases. Dividends will be paid
on these shares if, and to the same extent, paid on the Company's
common stock generally. At the close of the Company's fiscal year, the
following officers held the following number of restricted shares with
the corresponding net market values: K. La Grand 38,667 shares for
$1,073,009, J. Mulder 30,834 shares for $855,644, and E. Jen 33,000
shares for $915,750.
(2) These amounts represent the sum of "matching" contributions by the
Company pursuant to its 401(k) Plan and annual premiums for term life
insurance attributed to each named executive officer.
7
<PAGE> 10
The following table contains information regarding stock options
granted to the above-named executive officers during the preceding fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------
NUMBER OF
SECURITIES, PERCENT OF OPTIONS EXERCISE GRANT DATE
UNDERLYING TO PRICE EXPIRATION PRESENT VALUE
EXECUTIVE OPTIONS(#)(1) ALL EMPLOYEES ($/SH)(2) DATE ($)(3)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fred Bauer 65,000 8.2% 22.063 8/13/06 720,317
Kenneth La Grand 24,000 3.0% 20.750 10/4/06 250,135
John Mulder -- -- -- -- --
Enoch Jen 15,000 1.9% 21.375 3/24/06 161,043
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These options become exercisable, so long as employment with the
Company continues, for twenty percent of the shares on each anniversary
of the grant date commencing with the first anniversary of the grant
date.
(2) The exercise price may be paid in cash, in shares of the Company's
common stock, and/or by the surrender of exercisable options valued at
the difference between the exercise price and the market value of the
underlying shares.
(3) Based on the Black-Scholes option valuation model, assuming volatility
of 52 percent, a risk-free rate of return equal to seven-year treasury
bonds, a dividend yield of zero, and an exercise date of seven years
after grant. This model is an alternative suggested by the Securities
and Exchange Commission, and the Company neither endorses this
particular model, nor necessarily agrees with this method for valuing
options. The ultimate value of options will depend on the Company's
success, as reflected by an increase in the price of its shares, which
will inure to the benefit of all shareholders.
8
<PAGE> 11
The following table contains information regarding the exercise of options
during the preceding fiscal year by the above-named executives, as well as
unexercised options held by them at fiscal year-end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE YEAR-END (#) FISCAL YEAR-END ($)
EXERCISE REALIZED ------------ -------------------
EXECUTIVE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred Bauer -- -- 160,002 164,998 3,204,906 1,963,496
Kenneth La Grand 64,000 1,777,997 146,455 91,997 2,932,383 1,272,541
John Mulder 37,096 685,968 24,998 53,598 448,190 878,146
Enoch Jen 73,602 1,515,089 12,001 70,995 213,461 1,040,730
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
EXECUTIVE COMPENSATION REPORT
Responsibility for the Company's executive compensation program has
been delegated by the Board of Directors to the Compensation Committee, except
for compensation of the chief executive officer, which is determined by the
Board based on recommendations from the Committee. This Committee is comprised
of three members: two independent outside directors and the Chief Executive
Officer (C.E.O.).
The executive compensation program is composed of three elements: base
salary, annual bonus, and stock-based incentives. These elements are utilized to
accommodate several objectives:
- Provide the means to attract, motivate, and retain executive
management personnel.
- Provide the long-term success by focusing on continuing technical
development and improvement in customer satisfaction.
- Provide base salary compensation that is competitive in the market
for managerial talent
- Provide annual bonus compensation reflective of both individual
achievement and overall Company performance.
- Provide stock-based incentive compensation that focuses on
long-term Company performance and aligning the interests of
management with the interests of shareholders.
9
<PAGE> 12
Base salary compensation for executive officers is predicated primarily
on competitive circumstance for managerial talent and positions reflecting
comparable responsibility. These competitive circumstances are determined from
local, regional, and national surveys of employers comparable to the Company in
size, stage of development, and industry. Historically, base salaries for
executive officers have been relatively low, and stock-based incentives have
received more emphasis, reflecting the entrepreneurial, high growth rate stage
of the Company's development. Base salary decisions for executive officers other
than the C.E.O. are determined by C.E.O. F. Bauer. The base salary for C.E.O.
Bauer for 1999 was recommended by the Committee (without participation by C.E.O.
Bauer) and approved by the Board of Directors. The Committee's recommendation
was made after reviewing survey information from several sources, textual
materials regarding executive compensation strategies in general, the past and
expected contributions of C.E.O. Bauer to the Company's progress, the quality,
loyalty, and performance of the management team assembled and led by him, and
the relationships between his salary and the average salary levels for the
Company's hourly paid workers, salaried employees, and executive officers.
Annual bonus compensation for executive officers is composed of two
elements: payments under the Company's Gain Sharing Bonus Plan and performance
bonuses. All employees of the Company, including executive officers, are
eligible to share in the Company's Gain Sharing Bonus Plan after the first three
months of employment. A percentage of pretax income, in excess of an established
threshold for shareholder return on equity, is distributed quarterly to eligible
employees. The amount to be distributed is allocated among all eligible
employees in proportion to the salary or wages (including overtime) paid to
those employees during the quarter. In addition, performance bonuses are paid to
various managerial employees, including executive officers, based upon
individual performance during the year and the overall performance of the
Company during the year. Regarding 1999, C.E.O. F. Bauer evaluated the
performance of each executive officer, sometimes in consultation with other
officers, and determined performance bonuses predicated approximately one-half
on the individual's achievements and contributions to Company success, and
one-half on the overall performance of the Company for the year. C.E.O. F. Bauer
participated in the Gain Sharing Plan along with all other eligible employees.
Stock-based incentive compensation is intended to align the interests
of shareholders and senior management by making the managers shareholders in a
significant amount, and providing them incentives to work to increase the price
of the Company's shares by granting them options to acquire additional shares.
Generally, restricted stock grants are subject to forfeiture if the executive
officer does not continue employment with the Company for the period specified
at the time of grant. Similarly, stock options become exercisable generally for
a portion of the shares after one year and for additional portions each year
thereafter, subject, however, to the requirement that the optionee must be
employed by the Company at the time of exercise. During 1999, stock options were
awarded to executive officers, other than the C.E.O., by the Committee, based
upon recommendations from C.E.O. F. Bauer, taking into consideration for each
executive the scope of responsibility, construction to success in prior periods,
ability to influence success in the future, and demonstrated ability to achieve
agreed-upon goals. In addition, the Board approved the recommendation of the
Committee (arrived at without the participation of Mr. Bauer) to grant C.E.O. F.
Bauer an option to acquire 65,000 shares of the common stock, based
10
<PAGE> 13
upon the Committee's evaluation of his management of the Company's other
managerial employees and his desire to receive bonus compensation in the form of
options rather than cash.
Compensation Committee Members:
Fred Bauer
Arlyn Lanting
Ted Thompson
11
<PAGE> 14
STOCK PERFORMANCE GRAPH
The following graph depicts the cumulative total return on the
Company's common stock compared to the cumulative total return on The NASDAQ
Stock Market(R) index (all U.S. companies) and the Dow Jones Index for
Automobile Parts and Equipment Companies (excluding tire and rubber makers). The
graph assumes an investment of $100 on the last trading day of 1994, and
reinvestment of dividends in all cases.
[GRAPH]
________________________________
The Company has not adopted any long-term incentive plan or any defined
benefit or actuarial plan, as those terms are defined in the applicable
regulations promulgated by the Securities and Exchange Commission. Neither does
the Company have any contracts with its executive officers assuring them of
continued employment, nor any compensatory arrangement for executives linked to
a change in control of the Company.
Directors who are employees of the Company receive no compensation for
services as directors. Directors who are not employees of the Company receive a
director's retainer in the amount of $6,000 per year plus $800 for each meeting
of the Board attended and $500 for each committee meeting attended. In addition,
each nonemployee person who is a director immediately following each annual
meeting of shareholders is entitled to receive an option to purchase 5,000
shares of the Company's common stock at a price per share equal to the fair
market value on that date. Each option has a term of ten years and becomes
exercisable in full six months after the date of the grant.
12
<PAGE> 15
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
Fred Bauer, Chairman and C.E.O., was a member of the Company's
Compensation Committee during the fiscal year ended December 31, 1999. That
Committee was responsible for supervising the Company's executive compensation
arrangements, including the making of decisions with respect to the award of
stock-based incentives for executive officers during that year.
Arlyn Lanting, a director and member of the Company's Compensation
Committee, was an officer of the Company more than fifteen years ago.
TRANSACTIONS WITH MANAGEMENT
Since 1978, prior to the time the Company became a publicly held
corporation, the Company has leased a building that previously housed its main
office, manufacturing and warehouses facilities, and currently houses production
operations for the Company's fire protection products. The lessor for that
building is G & C Associates, a general partnership, and nearly all of the
partnership interests in G & C Associates are held by persons related to Fred
Bauer. The lease is a "net" lease, obligating the Company to pay all expenses
for maintenance, taxes, and insurance, in addition to rent. During 1999, the
rent paid to this partnership was $52,153, and the rent for the current fiscal
year is the same. The Board of Directors believes that the terms of this lease
are at least as favorable to the Company as could have been obtained from
unrelated parties.
Arlyn Lanting and Kenneth La Grand are both substantial shareholders in
GTI/MTA Travel, Inc., a local travel agency used by the Company to book airline
travel for its employees. During 1999, the Company paid $375,080 for airline
travel booked through this agency and the travel agency receives a small
percentage (usually less than five percent) of this amount as a commission from
the airlines. This arrangement has been reviewed by the Company's Board of
Directors and approved on the basis that the prices and services provided afford
the best value available to the Company.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Ernst & Young LLP to serve as the
Company's independent auditors for the fiscal year ending December 31, 2000.
Representatives of Ernst & Young are expected to be present at the annual
meeting to respond to appropriate questions and will have an opportunity to make
a statement if they desire.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of Forms 3, 4, and 5 furnished to the Company
during or with respect to the preceding fiscal year and written representations
from certain reporting persons,
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the Company is not aware of any failure by any reporting person to make timely
filings of those Forms as required by Section 16(a) of the Securities Exchange
Act of 1934.
SHAREHOLDER PROPOSALS
If a shareholder intends to present a proposal for action at the 2000
Annual Meeting of Shareholders, notice of that proposal must be given to the
Secretary of the Company, in accordance with the Company's bylaws, on or before
April 21, 2000. In addition, any proposal of a shareholder intended to be
presented at the next annual meeting of the Company must be received by the
Company at its headquarters, at 600 N. Centennial Street, Zeeland, Michigan
49464, no later than December 18, 2000, if the shareholder wishes the proposal
to be included in the Company's proxy statement relating to that meeting.
MISCELLANEOUS
The Company's Annual Report to Shareholders, including financial
statements, is being mailed to shareholders with this Proxy Statement.
Management is not aware of any matters to be presented for action at
the Annual Meeting other than as set forth in this Proxy Statement. If other
business should come before the meeting, the persons named as proxy holders in
the accompanying Proxy intend to vote the shares in accordance with their
judgment, and discretionary authority to do so is included in the Proxy.
A COPY OF THE COMPANY'S REPORT ON FORM 10-K FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS AVAILABLE, WITHOUT CHARGE, UPON WRITTEN REQUEST FROM
THE SECRETARY OF THE COMPANY, 600 N. CENTENNIAL STREET, ZEELAND, MICHIGAN 49464.
Shareholders are urged to promptly date, sign, and return the
accompanying proxy in the enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS
Connie Hamblin
Secretary
April 11, 2000
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APPENDIX A
ARTICLE III
The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 205,000,000 shares, consisting
of 200,000,000 shares of Common Stock, par value $.06 per share and 5,000,000
shares of Preferred Stock, no par value.
The authorized shares of Common Stock of the par value of $.06 per
share are all of one class with equal voting power, and each such share shall be
equal to every other such share.
The shares of Preferred Stock may be divided into and issued in one or
more series. The Board of Directors is hereby authorized to cause the Preferred
Stock to be issued from time to time in one or more series with such
designations and such relative voting, dividend, liquidation and other rights,
preferences and limitations as shall be stated and expressed in the resolution
providing for the issue of such Preferred Stock adopted by the Board of
Directors. The Board of Directors by vote of a majority of the whole Board is
expressly authorized to adopt such resolution or resolutions and issue such
stock from time to time as it may deem desirable.
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PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The shareholder(s) signing on the reverse side hereby appoint(s) Connie Hamblin
and Enoch Jen as Proxies, each with the power to appoint a substitute, and
hereby authorizes them to represent and to vote, as designated herein, all of
the shares of common stock of Gentex Corporation held of record by such
shareholder(s) on March 24, 2000, at the Annual Meeting of Shareholders to be
held on May 18, 2000, or any adjournment thereof.
1. Election of Directors (except where marked to the contrary) for a
three-year term. [ ] FOR [ ] WITHHELD
NOMINEES: Fred Bauer, Leo Weber
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME LISTED ABOVE.)
2. Proposal to amend the Articles of Incorporation to increase the
authorized shares of common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. [ ] I plan to
attend the meeting. [ ] I do not plan to attend the meeting.
(To be Signed on Reverse Side)
When properly executed, this proxy will be voted in the manner directed by the
shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES LISTED FOR A THREE-YEAR TERM AND FOR THE APPROVAL TO
AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON
STOCK.
NOTE: Please sign as your name
appears hereon. When shares
are held jointly, each holder
should sign. When signing for
an estate, trust, or
corporation, the title and
capacity should be stated.
Persons signing as
attorney-in-fact should submit
powers of attorney.
Signature Date: Signature Date:
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