Gencor Industries (GENC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 3, 2026, to elect directors, ratify auditors, hold a say-on-pay vote, and address other business.

• Board recommends voting in favor of all proposals, including director elections, auditor ratification, and executive compensation approval.

• Proxy materials and annual report are available online and by request.

Voting matters and shareholder proposals

• Proposals include election of directors (separate votes for Common and Class B stockholders), ratification of Carr, Riggs & Ingram, L.L.C. as auditors, advisory vote on executive compensation, and other business.

• Board recommends voting “FOR” all proposals.

• Stockholder proposals for the 2027 meeting must be received by September 30, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of five directors; 75% elected by Class B stockholders, one by Common stockholders.

• Directors and executive officers have extensive industry, legal, and military experience.

• Majority of directors are independent under NYSE American rules.

• Board committees: Audit, Compensation, and Nominating; each with defined charters and responsibilities.

• All directors attended the 2025 annual meeting and board meetings.