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 (Date of earliest event reported): September 5, 2012
GENTHERM INCORPORATED
(Exact name of registrant as specified in its charter)
| Michigan | 0-21810 | 95-4318554 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
21680 Haggerty Road, Ste. 101, Northville, MI | 48167 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (248) 504-0500
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 follow 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 250.13e-4(c)) |
Section 1-4. Not applicable.
Section 5. Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the special meeting of shareholders of Amerigon Incorporated (the “Company”) held on September 5, 2012, the Company’s shareholders approved an amendment to the Company’s Restated Articles of Incorporation to change the Company’s name to “Gentherm Incorporated.” The Company filed a Certificate of Amendment to the Articles of Incorporation effectuating this change with the Michigan Department of Licensing and Regulatory Affairs. Such amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth under Item 5.03 above is incorporated by reference into this Item 5.07. The results of the voting are shown below.
Approval of the Adoption of the Proposed Amendment to our Articles of Incorporation to Change the Name of the Company to “Gentherm Incorporated”
For | Against | Abstain | ||
27,569,246 | 8,842 | 846 |
Sections 6-8. Not applicable.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
Number | Description | |
| 3.1 | Amendment to the Restated Articles of Incorporation. | |
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.
| AMERIGON INCORPORATED | ||
| By: | /s/ Kenneth J. Phillips | |
| Kenneth J. Phillips, | ||
| Vice-President and General Counsel | ||
Date: September 7, 2012
EXHIBIT INDEX
Number | Description | |
| 3.1 | Amendment to the Restated Articles of Incorporation | |