8-K 1 thrm-8k_20190221.htm 8-K

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): February 21, 2019

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, Northville, MI | 48167 |
| (Address of principal executive offices) | (Zip Code) |

Registrant’s telephone number, including area code: (248) 504-0500

Former name or former address, if changed since last report: N/A

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 following 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 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 | Results of Operations and Financial Condition.

On February 21, 2019, Gentherm Incorporated (the “Company”) publicly announced its financial results for the fourth quarter of 2018. A copy of the Company’s news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On February 21, 2019 at 8:00 a.m. Eastern Time, the Company will host a conference call to discuss the fourth quarter of 2018 financial results. A copy of the supplemental materials that will be used during the conference call is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 2.02 and the attached exhibits 99.1 and 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.

Item 9.01 | Financial Statements and Exhibits.

(d) | Exhibits

Exhibit 99.1 |  | Company news release dated February 21, 2019 concerning financial results.
Exhibit 99.2 |  | Supplemental materials dated February 21, 2019

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.

| GENTHERM INCORPORATED
| By: |  | /s/ Kenneth J. Phillips
|  |  | Kenneth J. Phillips
|  |  | Senior Vice-President and General Counsel
Date: February 21, 2019 |  |  |