Item 2.05 Costs associated with eviction or disposal activities.
upon December 31, 2022Board of Directors (“Board of Directors”) Gentherm (the “Company”) approves our plan to exit our non-automotive electronics business (the “Business”), strengthen our core business and redirect its resources and equipment into more strategic and profitable businesses and investments. focused on The Company will continue to sell certain business products until the withdrawal is complete. The Board’s decision will not affect our Automotive Electronics business.
12 months ended December 31, 2022our product revenue from the business is approximately $17 millionWe are considering a possible sale of our business or substantially all of our assets. If such a sale is not pursued or fails, the Company intends to reduce operations of the business for approximately 8-12 months, subject to consultation with customers and suppliers of the business. In the event of a business wind-down, certain assets, plants and equipment will be used by our other businesses.
In connection with the approval of the plan to exit the business, we expect to incur total non-cash costs between: $13 million When
$18 millionincluding impairment of inventory between $7 million When
$12 millionabout impairment of intangible assets $5 millionabout a portion of property, plant and equipment
$ 1,000,000These charges are excluded from the calculation of our non-GAAP financial performance measures reported in 2022.In the event of a business wind-down, we will also $500,000including advisory fees.
Item 8.01 Other Events.
Deadline for shareholder nominations under the Universal Proxy Rule
in accordance with Securities and Exchange Commission Pursuant to Rule 14a-19 of the Securities Exchange Act of 1934 (“SEC”) guidance, the Company is providing an updated notice period for shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees. doing. The information disclosed in the Company’s 2022 Proxy Statement, “Additional Information – Requirements for Submission of Shareholder Proposals and Nominations for the 2023 Annual Meeting of Shareholders,” amends disclosures regarding requirements for shareholders intending to solicit just to replace it completely with: Agents Supporting Director Candidates Other Than Our Candidates:
2023 Annual General Meeting Submission Requirements for Shareholder Proposals and Nominations
under SEC If a shareholder wishes to include a proposal in its proxy statement and power of attorney for presentation at the 2023 Annual General Meeting (pursuant to Rule 14a-8 of the Securities Exchange Act), the Company may include the proposal in its principal must be submitted to the officer. Office (Corporate Secretary, Gentherm, 21680 Haggerty Road, Northville, Michigan 48167) by the close of business December 22, 2022As a rule of . SEC Submitting a proposal does not guarantee its inclusion.
Intended to be presented for consideration at the 2023 Annual General Meeting of Shareholders, but not intended to be considered for inclusion in any proxy statement and proxy statement in connection with such meeting; Shareholder director nominations or other business proposals (i.e. not subject to Rule 14a) deeds must be received by the Company at the above address no later than 90 days and no later than 120 days from the date of the 2022 Annual Meeting. Accordingly, such notice shall: February 2, 2023 and closed March 4, 2023 considered timely.However, if the 2023 Annual General Meeting is held more than 30 days before or 60 days after his June 2, 2023we must receive
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(A) no later than 90 days prior to the date of the 2023 Annual Meeting or 10 days after the date of the 2023 Annual Meeting is advertised, whichever is later; and (B) 2023. 120 days before the annual general meeting of the year.
The above proposal must also comply with our Articles of Incorporation and Proxy Solicitation Rules. SEC and Nasdaq, including, but not limited to, the information requirements set forth in the Bylaws. We reserve the right to refuse, disregard orders, or take other appropriate action with respect to proposals that do not comply with the foregoing and other applicable requirements.
Cautionary Note Regarding Forward-Looking Statements
Except for the historical information contained herein, statements in this updated Form 8-K report are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent our goals. , beliefs, plans, and expectations about future events. The forward-looking statements contained in this current report on Form 8-K are made as of the date of this report or the date specified herein and are based on management’s reasonable expectations and beliefs. It is based on. Such statements are subject to a number of important assumptions, risks, uncertainties and other factors that may cause actual results or performance to differ materially from those described or indicated in the forward-looking statements. may differ. This includes the possibility that we may not be able to sell our business or substantially all of our assets in a timely manner at a reasonable purchase price or at all; may require more company resources than Exiting or curtailing operations may exceed the company’s expectations and may result in additional costs and expenses in future periods.The aforementioned risks are SECIncluding “Risk Factors” in most recent annual reports on Forms 10-K and later SEC Filing and discussion of these and other risks and uncertainties. Except as required by law, we make no forward-looking statements to reflect changes in our expectations with respect to forward-looking statements or changes in events, conditions or circumstances on which such statements are based. We expressly disclaim any obligation or undertaking to update the description.
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