Gentherm Incorporated filed a Form 8-K on September 11, 2026, reporting the results of a special shareholder meeting held on September 10, 2026, at which shareholders approved two key proposals related to a Reverse Morris Trust transaction with Modine Manufacturing Company.

Key Highlights

  • High turnout: Approximately 29,142,794 shares were present or represented by proxy at the Special Meeting, representing approximately 94.8% of all shares entitled to vote.
  • Share Issuance approved: The Share Issuance Proposal passed with 28,125,535 votes for, 8,725 against, and 47,561 abstentions.
  • Charter Amendment approved: The Charter Amendment Proposal, to increase authorized shares of Common Stock, passed with 28,950,597 votes for, 161,933 against, and 30,264 abstentions.
  • Adjournment Proposal moot: Because both primary proposals passed, the Adjournment Proposal was rendered moot and was not called for a vote.
  • Expected closing: The transactions are expected to close on October 1, 2026, subject to satisfaction or waiver of remaining customary closing conditions.
  • Transaction structure: The deal is structured as a Reverse Morris Trust, involving the spin-off of Modine's Performance Technologies business into SpinCo, followed by a merger of SpinCo into a Gentherm subsidiary.

Gentherm Shareholders Clear Final Voting Hurdles in Modine Reverse Morris Trust Deal

According to the filing, Gentherm Incorporated (NASDAQ:THRM) held a special meeting of shareholders on September 10, 2026, to vote on proposals connected to a previously announced Reverse Morris Trust transaction with Modine Manufacturing Company. The transaction was originally disclosed on January 29, 2026, when Gentherm entered into an Agreement and Plan of Merger and a Separation Agreement with Modine and Platinum SpinCo Inc., a wholly owned subsidiary of Modine.

As described in the filing, the transaction structure involves Modine spinning off its Performance Technologies business into SpinCo and distributing SpinCo Common Stock pro rata to Modine shareholders. Merger Sub, a wholly owned Gentherm subsidiary, would then merge with and into SpinCo, with all SpinCo Common Stock converting into the right to receive shares of Gentherm Common Stock. Upon completion, SpinCo would become a wholly owned subsidiary of Gentherm, the registrant disclosed.

The Share Issuance Proposal, which authorizes the issuance of Gentherm Common Stock pursuant to the Merger Agreement, received 28,125,535 votes in favor. The Charter Amendment Proposal, which would amend Gentherm's Second Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock, received 28,950,597 votes in favor. The filing notes that the Form S-4 registration statement, which included a preliminary proxy statement/prospectus, was declared effective by the SEC on August 12, 2026, and the definitive proxy statement/prospectus was first mailed to Gentherm shareholders on or about that same date. Following the votes, the filing states the transactions are expected to close on October 1, 2026, subject to remaining customary closing conditions.

What Was Disclosed

Gentherm's 8-K reports shareholder approval of two merger-related proposals at a September 10, 2026 special meeting, with approximately 94.8% of eligible shares represented, and discloses an expected transaction closing date of October 1, 2026.