Gentherm shareholders approve Modine business combination proposals; October 1 close expected

Gentherm Incorporated (NASDAQ: THRM) shareholders approved the proposals required to combine Modine’s Performance Technologies business with Gentherm at a special meeting on September 10. The transaction is expected to close on October 1, 2026, subject to satisfaction or waiver of remaining customary closing conditions.

What shareholders approved

The approvals clear a key shareholder condition, but the combination has not closed. Gentherm said all required regulatory approvals have been received, including Modine’s receipt of an IRS Private Letter Ruling regarding the transaction’s U.S. federal income tax consequences. The final exchange ratio remains subject to potential adjustment and will be announced in connection with closing.

Approximately 29,142,794 shares were present or represented by proxy, about 94.8% of the shares entitled to vote. The certified results in Item 5.07 of Gentherm’s September 11 Form 8-K show the share issuance proposal passed with 28,125,535 votes for, 8,725 against and 47,561 abstentions. There were 960,973 broker non-votes. This proposal authorizes issuance of Gentherm common stock pursuant to the merger agreement.

Shareholders also approved a charter amendment to increase authorized shares of Gentherm common stock, with 28,950,597 votes for, 161,933 against and 30,264 abstentions. There were no broker non-votes on that proposal. With both proposals approved, the adjournment proposal became moot and was not called for a vote.

Where the regulatory path stands

In its September 10 press release, furnished as Exhibit 99 under Item 7.01, Gentherm said it and Modine had received all required regulatory approvals. The release identifies Modine’s IRS Private Letter Ruling as part of that progress and sets out the expected October 1 closing date. That timing remains conditional on satisfaction or waiver of the remaining customary closing conditions.

What still has to happen

The final exchange ratio will be announced in connection with closing and remains subject to potential adjustment under the merger agreement. Gentherm said the adjustment mechanism is designed to preserve the intended tax-free aspects for Modine and its shareholders, as well as the economic allocation between Modine and Gentherm shareholders. The filing does not lock in a final numeric exchange ratio.

Why it matters for Gentherm and Modine

For Gentherm shareholders, the vote approves the stock issuance needed for the combination and the increase in authorized common shares. For Modine (NYSE: MOD) readers, the business involved is Performance Technologies; the transaction is a combination of that business with Gentherm. The next milestones are completion of the remaining closing conditions and announcement of the final exchange ratio.

Gentherm President and CEO Bill Presley described the transaction as accelerating the company’s transformation toward a higher-growth, higher-margin thermal and precision flow management business, with the combined business positioned for profitable growth across multiple end markets. That is management’s rationale for the combination; the shareholder vote marks progress toward completing it.

Filing path

Gentherm disclosed the Special Meeting results in Form 8-K AccNo 0001193125-26-388630 under Items 5.07, 7.01, 8.01, and 9.01 with Exhibit 99, filed September 11, 2026 for the September 10, 2026 meeting.