Gentherm shareholders approved the issuance of common stock tied to its transaction with Modine, with 28,125,535 votes in favor. They also approved an authorized-share increase through a charter amendment. The transactions are expected to close on October 1, 2026, subject to remaining customary closing conditions.

Key Highlights

  • Approximately 29,142,794 shares were present or represented by proxy, equal to approximately 94.8% of eligible shares.
  • The charter amendment received 28,950,597 votes in favor, 161,933 against and 30,264 abstentions.
  • The adjournment proposal was not called after both transaction-related proposals secured approval.

Gentherm Inc. (NASDAQ: THRM) shareholders approved the share issuance tied to its transaction with Modine Manufacturing Company (NYSE: MOD), with 28,125,535 votes in favor.

At the September 10 special meeting, approximately 29,142,794 shares were present or represented by proxy, representing approximately 94.8% of the shares entitled to vote. The share issuance proposal received 28,125,535 votes for, 8,725 against, 47,561 abstentions and 960,973 broker non-votes. The charter amendment drew 28,950,597 votes for, 161,933 against, 30,264 abstentions and zero broker non-votes. The adjournment proposal was not called because both other proposals had passed.

Reverse Morris Trust Transaction

The approved share issuance is part of a Reverse Morris Trust transaction involving Gentherm, Modine, SpinCo and Merger Sub. Modine’s Performance Technologies Business is to be spun off to SpinCo, whose common stock will be distributed pro rata to Modine shareholders before Merger Sub combines with SpinCo. SpinCo is expected to become a wholly owned Gentherm subsidiary, with SpinCo common stock converted into the right to receive Gentherm common stock under the merger agreement.