600 North Centennial Street

Zeeland, Michigan 49464

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April ~~3, 2017~~2, 2019

PROXY STATEMENT FOR ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD MAY ~~18, 2017~~16, 2019

What is a Proxy and a Proxy Statement?

The Company’s Board of Directors is soliciting proxies for the ~~2017~~2019 Annual Meeting of Shareholders. A proxy is your authorization for someone else to vote on your behalf in the way you want to vote and allows you to be represented at the Annual Meeting of Shareholders even if you are unable to attend. A Proxy Statement is the document the United States Securities and Exchange Commission ("SEC") requires and the Company provides to explain the matters you are being asked to vote on by proxy and to disclose certain relevant information.

On or about April ~~3, 2017,~~2, 2019, the Company mailed to shareholders of record as of March ~~20, 2017~~18, 2019 (other than those who previously requested electronic delivery), a Notice of Internet Availability of Proxy Materials ("Notice") containing instructions on how to access the Proxy Statement and Annual Report for the year ended December 31, ~~2016.~~2018. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. The Notice instructs you on how to electronically access and review all the proxy materials, and these materials are available at https://www.proxyvote.com or https://materials.proxyvote.com/371901. The Notice also includes instructions about how you may request to receive proxy materials in printed form on a one-time or on-going basis.

What will I be voting on?

The Board of Directors recommends a vote: FOR each of the nominees to the Board of Directors; FOR ratification of the appointment of Ernst & Young LLP as the Company’s auditors for the fiscal year ending December 31, ~~2017;~~2019; FOR approval, on an advisory basis, of the compensation of the Company's named

executive officers; and ~~does not make a recommendation with respect to whether future shareholder advisory votes on named executive officer compensation should occur every one, two, or three years.~~

FOR approval of the Gentex Corporation 2019 Omnibus Incentive Plan.

You can vote either in person at the Annual Meeting or by Proxy without attending the Annual Meeting. We urge you to vote by Proxy even if you plan to attend the Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold and conduct business at the meeting. If you attend the meeting and wish to vote in person, you must withdraw your earlier-dated Proxy in accordance with this Proxy Statement and provide proof of ownership of Company shares as of the record date of March ~~20, 2017~~18, 2019.

Please note that there are separate telephone and Internet arrangements, depending upon whether you are a holder of record [that is, if your shares are registered in your own name with the Company's transfer agent

and you have possession of your stock certificate(s)] or whether you hold your shares in "street name" (that is, if your shares are held for you by a broker or other ~~nominee)~~nominee, in which case you are considered the beneficial owner).

Shareholders of record voting by Proxy may use one of the following three options:

Vote by Internet (log on to https://www.proxyvote.com and follow the directions there);

Vote by toll-free telephone (1-800-690-6903 - instructions are on the Proxy Card or Voting Instruction Form); or

Fill out the enclosed Proxy Card or Voting Instruction Form, sign it, and mail it.

If you hold your shares in "street name," please refer to the information forwarded by your broker or other nominee to see which options are available to you. Your broker or other nominee has enclosed or otherwise provided a Voting Instruction Form.

A beneficial owner who wants to cast a vote directly, rather than have a broker or other nominee do so, can either: become a registered owner; or ask the broker or nominee to execute a proxy on your behalf. You can become a registered owner by having your broker or other nominee "certificate" your position, in which case you will receive an actual certificate for your stock, or your share ownership can be moved into a "direct registration system." Alternatively, you can check a box on the Voting Instruction Form indicating your plan to attend the meeting and to vote your shares directly, in which case your broker or other nominee should then send you your proxy. Please contact your broker or other nominee for more details.

The telephone and Internet voting facilities for shareholders of record will close at 11:59 p.m. EDT on May ~~17, 2017.~~15, 2019. The telephone and Internet voting procedures are designed to authenticate shareholders by the use of control numbers and to allow you to confirm that instructions have been properly recorded.

Can I change my vote?

Yes. At any time before your Proxy is voted at the meeting, you may change your vote by:

If you hold your shares in "street name," please refer to the information forwarded by your broker or other nominee for procedures on revoking or changing your Proxy.

How many votes do I have?

You will have one vote for every share of common stock that you owned on March ~~20, 2017~~18, 2019.

How many shares are entitled to vote?

There were ~~287,364,734~~256,885,095 shares of the Company common stock outstanding as of March ~~20, 2017,~~18, 2019, and, accordingly, entitled to vote at the meeting. Each share is entitled to one vote.

How many votes must be present to hold the meeting?

The record date is March 18, 2019, and was established by the Board of Directors as required. Under the Company’s Bylaws, a majority of all of the voting shares of the capital stock issued and outstanding as of March ~~20, 2017,~~18, 2019, must be present in person or by Proxy to hold the Annual Meeting.

What if I do not vote for some or all the matters listed on my Proxy Card or Voting Instruction Form?

If you return a Proxy Card or Voting Instruction Form without indicating your vote for some or all of the matters, if permissible, your shares will be voted as follows for any matter you did not vote on:

For the approval of the director nominees to the Board of Directors listed on the card.

For ratification of Ernst & Young LLP as the Company’s auditors for the fiscal year ended December 31, ~~2017~~2019.

For the approval, on an advisory basis, of the compensation of the Company's named executive officers.

For the approval of the Gentex Corporation 2019 Omnibus Incentive Plan.

How many votes are needed for the approval of items upon which the shareholders are being asked to vote?

What if I vote to "abstain?"

A vote to "abstain" on the election of the directors, ~~or on~~ ratification of Ernst & Young LLP as the Company's auditors, or the Gentex Corporation 2019 Omnibus Incentive Plan will have no effect on the outcome. A vote to abstain with respect to approval of ~~named executive officer compensation or on the frequency of shareholder advisory votes on~~ named executive officer compensation will be taken into account by the Board of Directors in determining future action.

What if I do not return my Proxy Card or Voting Instruction Form and do not attend the Annual Meeting?

If you are a holder of record and you do not vote your shares, your shares will not be voted.

If you hold your shares in "street name," and you do not give your broker or other nominee specific voting instructions for your shares, your broker or other nominee may not be permitted to exercise voting discretion with respect to certain matters to be acted upon.

If you do not give your record holder specific voting instructions and your record holder does not vote on the matters to be voted upon, the votes will be "broker non-votes." "Broker non-votes" will have no effect on the vote for the election of directors or the other matters to be voted upon as set forth in this Proxy ~~Statement.~~Statement as they are treated as present for purposes of determining the existence of a quorum, but not as shares present and voting on any specific proposal.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled in a manner that protects your individual voting privacy. Your individual vote will not be disclosed either within the Company or to third parties, except:

Occasionally, shareholders provide written comments on their Proxy Cards or Voting Instruction Forms which are then forwarded to the Company’s management.

How can I receive a copy of the Company’s Form 10-K?

You can obtain, free of charge, a copy of our Form 10-K for the year ended December 31, ~~2016,~~2018, which we recently filed with the Securities and Exchange Commission, by writing to:

600 North Centennial Street

Zeeland, Michigan 49464

You can also obtain a copy of the Company’s Form 10-K and other periodic filings with the Securities and Exchange Commission (SEC) on the Company’s ~~Internet~~ web site under the heading "SEC Filings" at: http://ir.gentex.com.

The Company’s Form 10-K and other SEC filings mentioned above are also available from the SEC’s EDGAR database at http://www.sec.gov.

Can I otherwise access the Company’s proxy materials and Annual Report?

The proxy materials are also available on the Company’s ~~Internet~~ website at: http://ir.gentex.com

What is "householding of proxy materials?"

Only one Notice will be sent to multiple shareholders sharing a single address, unless the Company has received instructions to the contrary from one or more shareholders. If a single copy of the Notice was delivered to an address that you share with another shareholder, and you prefer to receive additional copies, send your request to the Corporate Secretary (at 600 North Centennial Street, Zeeland, Michigan 49464, ~~1-616-772-1800)~~616-772-1800), and we will promptly deliver a separate copy.

In ~~2016,~~2018, the Company experienced record net sales, net income, and earnings per share. Highlights include (in thousands, except per share data):

SOLICITATION OF PROXIES

This Proxy Statement is being furnished on or about April ~~3, 2017~~2, 2019 to the shareholders of Gentex Corporation as of the record date, March 18, 2019, in connection with the solicitation by the Board of Directors of the Company of Proxies to be used at the Annual Meeting of Shareholders to be held on Thursday, May ~~18, 2017,~~16, 2019, at 4:30 p.m. EDT, at The Pinnacle Center, 3330 Highland Drive, Hudsonville, Michigan 49426.

Each shareholder as of the record date, as an owner of the Company, is entitled to vote on matters to come before the Annual Meeting. The use of ~~Proxies~~a Proxy allows a shareholder of the Company to be represented at the Annual Meeting even if the shareholder is unable to attend in person.

There are four ways to vote your shares:

By Internet at https://www.proxyvote.com We encourage you to vote this way.

If the form of Proxy accompanying this Proxy Statement is properly executed using any of the methods described above, the shares represented by the Proxy will be voted at the Annual Meeting of Shareholders and at any adjournment of the meeting. Where shareholders specify a choice, the Proxy will be voted as specified. If no choice is specified, the shares represented by Proxy will be ~~voted~~voted: FOR the election of all nominees named in the Proxy; FOR ratification of Ernst & Young LLP as the Company’s auditors for the fiscal year ending December 31, ~~2017;~~2019; FOR approval, on an advisory basis, of the compensation of the Company's named executive officers; and ~~ABSTAIN~~FOR ~~with respect to whether future shareholder advisory votes on named executive officer compensation should occur every one, two, or three years.~~the Gentex Corporation 2019 Omnibus Incentive Plan. These proposals are described in this Proxy Statement. A Proxy may be revoked prior to its exercise by (1) delivering a written notice of revocation to the Corporate Secretary, (2) delivery of a later-dated Proxy, including a telephone or Internet vote, or (3) attending the meeting and voting in person, as discussed above.

VOTING SECURITIES AND RECORD DATE

March ~~20, 2017,~~18, 2019, has been fixed by the Board of Directors as the record date for determining shareholders entitled to vote at the Annual Meeting. On that date, ~~287,364,734~~256,885,095 shares of the Company’s common stock, par value $.06 per share, were issued and outstanding. Shareholders are entitled to one vote for each share of the Company’s common stock registered in their names at the close of business on the record date. Abstentions and broker non-votes are counted for the purposes of determining the presence or absence of a quorum for the transaction of business. Abstentions and broker non-votes are not, however, counted in tabulations of votes cast on matters presented to shareholders, though the Board of Directors will consider abstentions in determining future actions.

ELECTION OF DIRECTORS

The Company’s Restated Articles of Incorporation specify that the Board of Directors shall consist of at least six, but not more than nine members, with the exact number to be determined by the ~~Board.~~Board of Directors. The Board of Directors has currently set the number of directors at nine. The Restated Articles of Incorporation state that directors shall be elected annually for terms expiring at the next annual meeting of shareholders.

~~The majority~~All of the members of the Company’s Board of Directors qualify as "independent directors" as determined in accordance with the current listing standards of The NASDAQ Global Select Market ("NASDAQ"). Based on these current NASDAQ listing standards, the Company’s Board of Directors has identified and affirmatively determined the following directors have no material relationships with the Company other than as a director and are independent: Leslie Brown, Gary Goode, ~~Pete Hoekstra,~~ James Hollars, John Mulder, Richard Schaum, ~~Fred~~Frederick Sotok, Kathleen Starkoff, Brian Walker, and James Wallace. In making its independence determinations, the Board of Directors considered: the former employment and a former consulting arrangement of Mr. Mulder; the former employment of Mr. Hollars; ~~and~~ the fact that Mr. Sotok's son ~~had~~has an ~~indirect~~ interest in a ~~former~~small vendor of the ~~Company.~~Company; and the fact that Mr. Walker's son is a staff member of the Company's independent auditor (but has no involvement with the Company's audit). The Board of Directors determined that these circumstances do not interfere with the exercise of independent judgment in carrying out the responsibilities of a director. ~~Mr. Wallace has been elected as Lead Independent Director under the Company's Lead Independent Director Policy.~~

Each of the current Board of Directors members have been determined to meet the required experience and qualifications set forth in the Company's Position Profile: Member of the Board of Directors, including, among them, high levels of personal and professional integrity, distinguished management careers, and the demonstrated ability to work effectively as Board members. Combined with the other desirable characteristics and experience of such individuals, these individuals have the experience, qualifications, attributes, and/or skills (which are described below) which led the Nominating and Corporate Governance Committee to recommend such individuals to the Board of Directors for nomination for election to the Board of Directors, and led the Board of Directors to conclude such individuals should be nominated for election to the ~~Board.~~Board of Directors.

The terms of all current Board of Directors members will expire upon the election of the directors to be elected at the ~~2017~~2019 Annual Meeting. The Board of Directors has (upon the recommendation of the Company's Nominating and Corporate Governance Committee)~~, re-nominated Fred Bauer,~~ nominated Leslie Brown, Gary Goode, ~~Pete Hoekstra,~~ James Hollars, John Mulder, Richard Schaum, ~~Fred~~Frederick Sotok, Kathleen Starkoff, Brian Walker, and James Wallace for election as directors at the Annual Meeting, each to serve a one-year term expiring in ~~2018.~~2020. The Nominating Committee and Corporate Governance Committee continues to avail itself of a variety of resources in its efforts to identify qualified and diverse candidates. Candidates are sought not only in traditional corporate environments, but also other environments such as government, academia, private enterprise, nonprofit organizations, and a variety of professions. In order to promote diversity, the Nominating and Corporate Governance Committee is: willing to consider exceptions to the Board of Directors Attendance and Overboarding Policy; considering search firms with a track record of identifying qualified, diverse director candidates; as appropriate, seeking to engage with organizations representing the interests of women and minorities; and periodically reviewing its processes and procedures to ensure there are no structural impediments to increasing Board diversity. The Board of Directors continues to build a pool of diverse candidates and the Board's diversity has increased because of these actions. The Nominating and Corporate Governance Committee seeks to ensure diverse candidates are considered and interviewed for any open Board seat(s). The Board of Directors believes its diversity will continue to increase as a result of the foregoing approach taken by the Nominating and Corporate Governance Committee.

Unless otherwise specifically directed by a shareholder’s marking on the Proxy Card or Voting Instruction Form, or in directions given either via the Internet or telephone, the persons named as Proxy voters in the accompanying Proxy will vote for the nominees described above and below. If any of these nominees becomes unavailable, which is not now anticipated, the Board of Directors may designate a substitute nominee, under the recommendation of the Nominating and Corporate Governance Committee, in which case the accompanying Proxy will be voted for the substituted nominee. Proxies cannot be voted for a greater number of persons than the number of nominees named.

A plurality of votes cast by shareholders at the meeting is required to elect directors of the Company under Michigan law. Accordingly, the nominees who receive the largest number of affirmative votes will be

elected, regardless of the number of votes received. Notwithstanding the foregoing, the Company, in response to a shareholder proposal and with the proponent's concurrence with the Company's implementation of the same, amended its Bylaws to provide that if a director is elected by less than a majority of the votes cast, then such director shall promptly tender his or her resignation by written notice to the Board of Directors. Each of the nominees has agreed to tender his or her resignation in writing to the Board of Directors if he or she is not elected by a majority of votes cast. Broker non-votes and votes withheld will not have a bearing on the outcome of the election (though the Nominating and Corporate Governance Committee and Board of Directors will consider abstentions in making future nominations). Votes will be counted by Inspectors of Election appointed by the presiding officer at the Annual Meeting.

The Board of Directors recommends a vote FOR the election of all persons nominated by the ~~Board.~~Board of Directors.

The content of the following table relating to age and business experience is based upon information furnished to the Company by the nominees and directors, as of February ~~16, 2017.~~



Name (Age) and Position	Business Experience
	Nominees for Terms to Expire in ~~2018~~2020
~~Fred Bauer (74)~~ ~~Director since 1981~~	Mr. Bauer is the Chairman and Chief Executive Officer of the Company, and he has held that position for more than five years. As a founder of the Company, Mr. Bauer offers a vast wealth of knowledge and experience with respect to the Company and the industries in which it operates that only comes with 40 plus years of dedicated service. Mr. Bauer thoroughly understands the Company's industries and has practical experience with the operational, sales, engineering, administrative, and financial aspects of the Company, due to the many roles in which he has served the Company over the years. Mr. Bauer has overseen the Company's increase in market capitalization from approximately $17 million at its initial public offering in 1981 to approximately $6.2 billion as of March 1, 2017. In addition, he is also the named inventor on a number of the Company's patents.
Ms. Leslie Brown ~~(63)~~(65) Director since 2016	Ms. Brown, since 2003, is the owner and chairperson of Metal Flow Corporation, a Holland, Michigan, based high volume producer of technically sophisticated custom metal (of various varieties) components through deep draw processes. Including operations in China, Metal Flow Corporation globally ships ~~approximately 1.3~~over one million parts daily for a variety of automotive applications, including airbags, decorative trim, emissions, fuel handling, sensors, and solenoids. As such, Ms. Brown has a significant understanding of, and experience with, challenges faced by manufacturing companies that supply the global automotive industry. In addition to her years of experience as an entrepreneurial automotive supplier, as a prominent local businesswoman serving on a variety of community organization boards of directors (including as chairperson of the Holland Hospital Board), Ms. Brown has demonstrated a high degree of professionalism and personal integrity. Ms. Brown offers insight and perspective especially in terms of developing and maintaining an entrepreneurial team. Ms. Brown has been affirmatively ~~been~~ identified as an independent director by the Board of Directors. She serves on the Company's Nominating and Corporate Governance Committee.
Mr. Gary Goode ~~(71)~~(73) Director since 2003	Mr. Goode is the Chairman of Titan Distribution LLC, an Elkhart, Indiana company, that offers consulting and distribution services related to structural adhesives, and has held that position since 2004. He was previously employed at Arthur Andersen LLP ~~("Andersen")~~ for 29 years, including 11 years as the managing partner of its West Michigan practice, until his retirement in 2001. ~~He is currently a director and Chairman of the Audit Committee at Universal Forest Products, Inc.~~ As an audit committee financial expert, Mr. Goode provides the Board with financial reporting and accounting expertise. His many years of public accounting experience provided Mr. Goode the opportunity to work with a great variety of small and large companies, including public companies, in a broad array of industries (including automotive and technology companies). Such experience allows Mr. Goode to provide excellent perspective to the ~~Board.~~Board of Directors. Mr. Goode has been affirmatively ~~been~~ identified as an independent director by the Board of Directors and as an audit committee financial expert. He is ~~the Chairman~~Chair of the Company's Audit ~~and Compensation Committees,~~Committee and serves on the Company's Compensation and Nominating and Corporate Governance ~~Committee.~~ Committees.
~~Pete Hoekstra (63)~~ ~~Director since 2013~~	Mr. Hoekstra serves as a senior director at Greenberg Traurig LLP in the firm’s Government Law and Policy Group, where he provides business consulting in public policy, Congressional investigations, cyber security and data privacy solutions, government contracts, and government law and strategy. From 2011 to 2014, Mr. Hoekstra served as a senior adviser at Dickstein Shapiro LLP in that firm's Public Policy and Law Practice, providing business consulting. He served in the United States Congress for 18 years, representing Michigan’s 2nd Congressional District from 1993 to 2011, and is in rare company as a former U.S. Congressman with experience as a Fortune 500 business executive. Before his election to Congress, he worked at Herman Miller, Inc. for 15 years, becoming vice president of marketing at the Zeeland, Michigan-based office furniture manufacturer during a period when that company's revenues grew approximately 800%. At Herman Miller, Mr. Hoekstra worked in product development, product management, and dealer development as he rose through the ranks. Mr. Hoekstra provides the Board with a unique blend of expertise and perspective on the global marketplace and public policy implications. Mr. Hoekstra has affirmatively been identified as an independent director by the Board of Directors.
James Hollars ~~(72)~~(74) Director since 2014	Mr. Hollars ~~was~~currently serves as a license partner of Engel & Volkers, a global company and lifestyle brand providing high quality services to those seeking to buy and sell real estate and has so served for more than five years. Prior to that, he served as the Senior Vice President - Sales of the Company from 1999 to 2009. Mr. Hollars has an exceptional understanding of the sales process for suppliers to automotive OEMs, especially in Europe which continues to be an important geographic market for the Company. Mr. Hollars offers the Board of Directors unique insight into the decision-making process of automotive customers asin regards to sourcing. His familiarity with the Company's core business principles and what it takes to work in an entrepreneurial environment allow him to understand the Company more fully. Mr. Hollars has been affirmatively identified as an independent director by the ~~Board.~~Board of Directors.
Mr. John Mulder ~~(80)~~(82) Director since 1992	Mr. Mulder was the Vice President-Customer Relations of the Company from February 2000 to June 2002. Before that, he was Senior Vice President-Automotive Marketing of the Company from September 1998 to February 2000. Prior to September 1998, he was Vice President- Automotive Marketing of the Company for more than five years. Mr. Mulder's overall understanding of the Company's primary industry and intimate knowledge of selling to automotive OEMs provides insight to the Board of Directors. His familiarity with the Company's core business principles and close relationship developed over the years with relevant decision makers at the Company's customers offer the Board of Directors a valuable perspective. Mr. Mulder has been affirmatively ~~been~~ identified as an independent director by the Board of Directors.



Mr. Richard Schaum ~~(70)~~(72) Director since 2011	Mr. Schaum has been General Manager of 3rd Horizon Associates LLC, a technology assessment and development company, since May 2003. From October 2003 until June 2005, he was Vice President and General Manager of Vehicle Systems for WaveCrest Laboratories, Inc., a startup company involved in the commercialization of proprietary electric propulsion systems. Prior to that, for more than thirty years, he was with DaimlerChrysler Corporation, and its predecessor, Chrysler Corporation, including as Executive Vice President, Product Development, and General Manager of Powertrain Operations. His responsibilities over those years included product development, manufacturing, program management, and quality. Mr. Schaum is a fellow of the Society of Automotive Engineers and served as its President from 2007 to 2008. He is ~~currently a director and a member of the Corporate Governance Committee of BorgWarner, Inc., a publicly-traded company that manufactures and sells technologies for engines and drive trains. He is also~~ on the Board of Directors and is a member of the Audit and Compensation Committees of Sterling Construction, Inc., a heavy civil construction company. He has also previously served on the Board of Directors of BorgWarner, Inc. Mr. Schaum has extensive executive and management experience at all levels in a Fortune 100 company and more recent experience with an entrepreneurial start-up company, as well as knowledge of, and interest in, corporate governance matters, gained on the board of a Fortune 500 company. In addition, his technical background and operating experience contribute to the breadth and depth of the Board's interactions and deliberations. Mr. Schaum has been affirmatively identified as an independent director by the Board of Directors. ~~Mr. Schaum~~He is chair of the Company's Compensation Committee and serves on the Company's Audit ~~and Compensation Committees.~~Committee.
Mr. Frederick Sotok ~~(82)~~(84) Director since 2000	Mr. Sotok was Executive Vice President and Chief Operating Officer of Prince Corporation (manufacturer of automotive interior parts that was acquired by Johnson Controls in 1996) in the last five years of his employment which began in October 1977 and ended in October 1996. By virtue of Mr. Sotok's former position at a large automotive interior and electronic parts supplier, Mr. Sotok has a thorough understanding of the global automotive industry and the unique challenges faced by automotive suppliers, including both organizational and administrative issues. Mr. Sotok's 17 years of experience in manufacturing management at General Electric also provides the Board of Directors with manufacturing experience to draw upon. Mr. Sotok ~~serves on the Company's Audit Committee. Mr. Sotok~~ has been affirmatively ~~been~~ identified as an independent director by the Board of Directors. Mr. Sotok serves on the Company's Audit Committee.
Ms. Kathleen Starkoff (61) Director since 2018	Ms. Starkoff is the President and CEO of Orange Star Consulting, a Columbus, Ohio based information technology consulting firm. She has served in that role since 2013. Prior to that, Ms. Starkoff was Chief Information Officer at the Ohio State University from 2008-2013. Before that, she served as Chief Technology Officer and Group Vice President of Limited Brands (now L Brands), a $6 billion global retailer that includes Victoria’s Secret. She also served as Chief Technology Officer and Senior Vice President of BankOne Corporation (now JPMorgan Chase). As such, Ms. Starkoff provides the Board of Directors with significant information technology and enterprise risk management expertise, including in the public company context. In addition, she has significant private and nonprofit board experience and has been recognized by the National Association of Corporate Directors (“NACD”) as both a “Leadership Fellow,” and a featured cyber-security expert. Ms. Starkoff has been affirmatively identified as an independent director by the Board of Directors. Ms. Starkoff will serve on the Company's Audit Committee beginning with the review of the Company's financial results for the first quarter of 2019.
Mr. Brian Walker (57) Director since 2018	Mr. Walker most recently served as President and CEO of Herman Miller, Inc., a West Michigan based company involved in the research, design, manufacture, selling, and distribution of office furniture systems, seating products, and other free-standing furniture elements, prior to his retirement. Mr. Walker worked at Herman Miller, Inc. for 29 years in a variety of capacities, including Chief Operating Officer, Chief Financial Officer, and Executive Vice President. Mr. Walker serves as lead director of Briggs & Stratton Corporation, where he chairs the Compensation Committee and serves on the Finance Committee. Mr. Walker is also a member of the Board of Directors of Cooper Tire & Rubber Company and Universal Forest Products, where he serves as Chair of the Audit Committee. The Company is pleased to have access to Mr. Walker's executive experience and financial expertise in public company settings, along with his corporate board experience and keen understanding of challenges public companies face in West Michigan. He has been affirmatively identified as an independent director by the Board of Directors.
Mr. James Wallace ~~(74)~~ (76) Chair of the Board Director since 2007	Mr. Wallace is ~~Chairman~~Chair of the Board of Cranel, Inc., a Columbus, Ohio, company that provides storage, imaging, and information technology services; data storage solutions; document imaging, storage, publishing, and duplication services; and support, to the storage and imaging industry. Previously, he served as President and Chief Executive Officer of Cranel, Inc. for more than five years. His experience in the information technology services industry offers the Board of Directors an understanding of evolving technologies, in addition to manufacturing expertise, especially while operating in an entrepreneurial environment. Mr. Wallace has been affirmatively ~~been~~ identified as an independent director by the Board of Directors. Mr. Wallace is Chair of the ~~Chairman~~Board, Chair of the Company’s Nominating and Corporate Governance Committee, and serves on the Company's Compensation Committee. ~~He has been elected Lead Independent Director under the Company's Lead Independent Director Policy.~~

COMMON STOCK OWNERSHIP OF MANAGEMENT

The following table contains information with respect to ownership of the Company’s common stock by all directors, nominees for election as directors, executive officers named in the tables under the caption "EXECUTIVE COMPENSATION," current executive officers, and all directors and such executive officers as a group. The content of this table is based upon information supplied by the Company’s named executive officers, directors and nominees for election as directors, and represents the Company’s understanding of circumstances in existence as of March 1, ~~2017~~2019..

John Mulder ⁽³⁾

Frederick Sotok ⁽⁴⁾

* Less than one percent.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table contains information with respect to ownership of the Company’s common stock by persons or entities that are beneficial owners of more than five percent of the Company’s voting securities as of December 31, ~~2016.~~2018.

40 East 52nd Street,

100 Vanguard Boulevard

CORPORATE GOVERNANCE

The Company operates within a comprehensive plan of corporate governance set forth in the Gentex Corporation Corporate Governance Guidelines (*) as adopted for the purpose of defining responsibilities, setting high standards of professionalism and personal conduct, and assuring compliance with such responsibilities and standards. The Company regularly monitors developments in the area of corporate governance.

The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, and, in accordance with the Company's Bylaws, may appoint other committees from time to time. Each standing committee has a written charter. All such charters, as well as any documents marked with an asterisk (*) in this Proxy Statement, are available under the ~~heading~~headings, "Investors" then "Corporate Governance" on the Company’s web site at http://ir.gentex.com. A hard copy of any of these documents will be provided to any shareholder who submits a request in writing to the Corporate Secretary, Gentex Corporation, 600 North Centennial Street, Zeeland, MI 49464.

Each member of the Board of Directors is expected to abide by the Gentex Corporation Board of Directors Attendance and Overboarding Policy (*), ~~including~~unless an exception thereto has been approved by the Board of Directors. That includes the expectation to attend all meetings of the Board of Directors, all applicable committee meetings, and each annual meeting of shareholders. All then members of the Board of Directors attended the ~~2016~~2018 Annual Meeting of Shareholders. Each of the current members of the Board of Directors, including all nominees for the Board of Directors, is expected to attend the ~~2017~~2019 Annual Meeting of Shareholders. During ~~2016,~~2018, the Board of Directors held five Board meetings. All directors then serving attended at least 75 percent of the aggregate number of meetings of the Board and Board committees on which they served.

Responsiveness to Shareholders

of a director resignation Bylaw) was done with the input and concurrence of the shareholder proponent as to form of adoption of the same.

~~The Company's on-going efforts concerning diversity have led to increasing diversity through all levels of the organization.~~

~~Lead Independent Director/Independent Directors~~

Board of Directors Leadership Structure

The Audit Committee’s policy regarding the pre-approval of audit and non-audit services provided by the Company’s independent auditors is outlined in a document called "Revised Audit Committee Procedures for Approval of Audit and Non-Audit Services by Independent Auditors," which is attached as Appendix A to this Proxy Statement.

Compensation Committee

executives and directors. Such data was used by the Compensation Committee as a frame of reference for adjusting the Company's compensation structure as more fully described herein, including establishing officer compensation targets for base pay, annual cash bonuses, and long-term equity incentives.

Nominating and Corporate Governance Committee

The Company’s Nominating and Corporate Governance Committee currently includes ~~Messrs.~~Mr. Wallace (Chairman), Ms. Brown, and ~~Goode.~~Mr. Goode, although such committee regularly receives input from other directors.

The Nominating and Corporate Governance Committee met formally ~~one time~~three times during the fiscal year ended December 31, ~~2016 (holding~~2018 (and met informally and held other discussions at regularly scheduled Board of Directors meetings, and otherwise, including consideration of potential candidates for nomination to the ~~Board)~~Board of Directors). The Nominating and Corporate Governance Committee is responsible for identifying and recommending qualified individuals to serve as members of the Company’s Board of Directors and met in February ~~2017~~2019 and subsequently in accordance with such responsibilities.

The Board of Directors has affirmatively determined that all members of the Nominating and Corporate Governance Committee meet the appropriate tests for independence, including those set forth in the NASDAQ Stock Market Rules.

The Nominating and Corporate Governance Committee operates pursuant to the Gentex Corporation Nominating and Corporate Governance Committee Charter (*).

The Nominating and Corporate Governance Committee has adopted certain procedures contained in a document called "Selection Process for Board Candidates" (*) to consider candidates for director nominations. Generally, ~~for each election of directors the Chair of~~ the Nominating and Corporate Governance Committee identifies candidates, from a variety of resources to ensure a diverse pool of candidates, with support of the ~~other committee member(s),~~ other board members and management, as needed. Candidates that meet the established criteria are identified and presented to the entire Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will then conduct interviews and reviews, as appropriate and necessary. The Nominating and Corporate Governance Committee ~~then~~ meets to consider and approve the most qualified candidates so it can make its ~~recommendation~~recommendations to the full Board of Directors.

The Nominating and Corporate Governance Committee has established the minimum qualifications for candidates, which are contained in a document called "Position Profile: Member of the Board of Directors" (*). Those required qualifications include: working and/or experience with an entrepreneurial company; high level of personal and professional integrity; successful and distinguished business management career (using the Company's core principles); understanding of the Company's markets; and ability to work effectively with current Board members. The Position Profile also sets forth other desirable experience and qualifications, including gender, race, ethnic, and country of origin diversity.

The Nominating and Corporate Governance Committee continually refines its on-boarding process for new directors, which is now led by Ms. Brown.

The Nominating and Corporate Governance Committee has not, to date, paid any third party a fee to assist in identifying and evaluating nominees, but has the authority to do so.

The Nominating and Corporate Governance Committee has not, to date, received any potential director candidates for nomination from any shareholder that beneficially owns more than five percent of the Company's common stock.

The Nominating and Corporate Governance Committee (and the entire Board of Directors) is committed to increasing diversity on the Board of Directors. As such, the Nominating and Corporate Governance Committee will continue to avail itself of a variety of resources in its efforts to identify qualified and diverse director candidates. Candidates are sought not only in traditional corporate environments, but also other environments such as government, academia, private enterprise, nonprofit organizations, and a variety of professions. In order to promote diversity, the Nominating and Corporate Governance Committee is: willing to consider exceptions to the Board of Directors Attendance and Overboarding Policy for appropriate candidates; considering search firms with a track record of identifying qualified, diverse director candidates; as appropriate, seeking to engage

with organizations representing the interests of women and minorities; and periodically reviewing its processes and procedures to ensure there are no structural impediments to increasing Board diversity.

The Nominating and Corporate Governance Committee will consider nominees for the Board of Directors from a variety of sources, including current directors, management, retained third-party search firms, and shareholders. The Nominating and Corporate Governance Committee avails itself of a variety of available resources for candidates (and from non-executive positions and/or non-traditional environments). If you want to recommend a director candidate, you may do so in accordance with the Company’s procedures or the Company’s Restated Articles of Incorporation. If a shareholder desires to recommend a candidate for consideration by the Nominating and Corporate Governance Committee for inclusion in the Company’s ~~2018~~2020 Proxy Statement as a Board of Directors nominee, that recommendation should be submitted in writing, together with appropriate biographical information, to the ~~Chairman~~Chair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary’s Office, Gentex Corporation, 600 North Centennial Street, Zeeland, Michigan 49464. Any such nominations should be received by the Chairman of the Nominating and Corporate Governance Committee by no later than December 31, ~~2017,~~2019, to allow adequate time for consideration of the nominee. Other nominations by shareholders for any directorship may be submitted to the Board of Directors by written notice as set forth in the Company’s Restated Articles of Incorporation and Bylaws, or pursuant to the rules and regulations promulgated under the Securities Exchange Act of 1934.

In accordance with the above-referenced Selection Process for Board Candidates and the Position Profile, the independent directors approved the slate of nominees standing for election at the 2017 Annual Meeting of Shareholders, and recommended the same to the entire Board of Directors.

The Nominating and Corporate Governance Committee ~~now~~ has corporate governance responsibilities as delegated by the Board of Directors.

Codes

The Board of Directors has adopted a "Code of Ethics for Certain Senior Officers" (*) that applies to certain of the Company’s officers and including the chief executive officer, principal financial officer and principal accounting officer. Information concerning any alleged violations is to be reported to the Audit Committee.

The Company has also adopted a "Code of Business Conduct and Ethics" (*). This Code applies to all directors, officers and employees of the Company.

No waivers of either of the foregoing codes have occurred to date.

Shareholder Communication with Members of the Board of Directors

You may contact any of our directors by writing them: Board of Directors, c/o Corporate Secretary’s Office, Gentex Corporation, 600 North Centennial, Zeeland, Michigan 49464. Employees and others who wish to contact the Board or any member of the Audit Committee may do so anonymously, if they wish, by using this address. Such correspondence will not be screened and will be forwarded in its entirety.

Personal Loans to Executive Officers and Directors

The Company complies with and will operate in a manner consistent with an act of legislation outlawing extensions of credit in the form of personal loans to or for its directors and executive officers.

Director and Executive Officer Stock Transactions

Under the regulations of the Securities and Exchange Commission (SEC), directors and executive officers are required to file notice with the SEC within two (2) business days of any purchase or sale of the Company’s stock. Information on filings made by any of our directors or executive officers can be found on the Company’s web site under "SEC Filings" at http://ir.gentex.com.

Sustainability

The Company has a Sustainability section of its website to provide insight into how the Company is looking out for the environment, while at the same time striving to execute a wide variety of social responsibility initiatives.

The foregoing includes a Sustainability Update, along with a synopsis of the Company's sustainability efforts which cover: how the Company operates in a sustainable manner (with policies addressing environmental, social, and governance requirements, as well as industry best practices); the Gentex Environmental Management System; the Company's commitment to energy efficiency; waste reduction and recycling; substance of concern and conflict mineral compliance; and the existence of annual goals to increase efficiency, reduce waste, reuse, and recycle.

Human Capital Management/Social Concerns

The Company values its people as demonstrated by making a significant investment in them each day by providing high quality health care (including onsite health care), wellness programs, and fitness facilities.

The Company not only values employee wellness, but as importantly, employee safety with the Board of Directors receiving a report at each Board meeting of total recordable cases, which remain well below industry averages. Prioritizing safety not only improves morale and efficiency, but lowers costs overall as well.

The Company values diversity as well and as a commitment to increasing diversity throughout the organization, during calendar year 2018, the Company announced the creation of the Company's first Diversity Officer. This role is responsible for the development and implementation of Gentex's diversity, equity and inclusion initiatives, which is headed by the Company's Vice President of Purchasing.

The Company has significantly increased its involvement in the communities in which it operates.

The potential social and economic impact on the Company, its employees, customers, and vendors is considered in everything the Company does.

Risk Oversight

While the Board of Directors oversees risk management generally, management of the Company is charged with managing risk through appropriate internal processes and internal controls. On behalf of the Board of Directors, the Audit Committee oversees Company risk policies and procedures relating to its financial statements and financial reporting processes, cyber security risks, credit risks, and liquidity risks. Further, in accordance with the Audit Committee Charter, the Audit Committee periodically discusses with management the Company's risk assessment and risk management and steps taken by management to control and mitigate risk exposure (other than risks arising from the Company’s compensation policies and practices, which are overseen by the Compensation Committee on behalf of the ~~Board)~~Board of Directors). Such discussions with management and the independent auditors address significant risks, exposures, and judgments as well as steps taken by management to address them. The Audit Committee and the Compensation Committee, respectively, report to the Board of Directors periodically with respect to such topics. This oversight does not necessarily have any material effect on the Company's leadership structure. The Board of Directors also annually reviews the Company’s various insurance coverages.

Report of the Audit Committee

The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for management’s conduct of the Company’s accounting and financial reporting processes and the Company’s system of internal controls regarding finance, accounting, legal compliance and ethics. The Audit Committee’s function is more fully described in its Audit Committee Charter, which the Board of Directors has adopted and is available on the Company's website. The Audit Committee reviews this Audit Committee Charter on an annual basis. The Board of Directors annually reviews the NASDAQ listing standards’ definition of independence for audit committee members and has determined that each member of the Audit Committee meets that standard.

Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, and financial reporting principles, internal controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s independent auditors, Ernst & Young LLP, are responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

Pursuant to ~~a meeting~~action of the Audit Committee on February ~~15, 2017~~12, 2019, the Audit Committee reports that it has: (i) reviewed and discussed the Company's audited financial statements with management; (ii) discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. ~~1301,~~61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and (iii) received the written disclosures and the letter from the independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant's independence. Based on the review and discussions referred to in Items (i)-(iii) above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's annual report on Form 10-K for the year ended December 31, ~~2016,~~2018, for filing with the Securities and Exchange Commission.

The Audit Committee has selected Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, ~~2017,~~2019, and has submitted the same to the shareholders for ratification at the Annual Meeting.

This report of the Audit Committee does not constitute "soliciting material" and should not be deemed "filed" or incorporated by reference into any of the other Company filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates this report by reference therein.

Audit Committee: Gary Goode, ~~Chairman~~Chair

Richard Schaum

~~Fred~~Frederick Sotok

February ~~15, 2017~~

12, 2019

Compensation Committee Report

The primary purpose of the Compensation Committee of the Board of Directors of the Company is to assist the Board of Directors in discharging its responsibilities related to compensation of the Company's ~~executives.~~officers. The Compensation Committee's function is more fully described in its Charter, which the Board of Directors has adopted and is available on the Company's website. The Compensation Committee reviews its Compensation Committee Charter on an annual basis, recommending changes to the Board of Directors when and as appropriate. The Compensation Committee is comprised of three members, each of whom the Board of Directors has determined meets the appropriate independence tests for compensation committee members under the NASDAQ listing standards.

Pursuant to ~~a meeting~~action of the Compensation Committee ~~held~~ on ~~February 15, 2017~~March 19 ,2019 the Compensation Committee reports that it has reviewed and discussed the Company's Compensation Discussion and Analysis with management. Based on the above-referenced review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company's annual report on Form 10-K for the year ended December 31, ~~2016,~~2018, and this Proxy Statement, for filing with the Securities and Exchange Commission.

This report of the Compensation Committee does not constitute "soliciting material" and should not be deemed "filed" or incorporated by reference into any of the other Company filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates this report by reference therein.

Compensation Committee: ~~Gary Goode, Chairman~~Richard Schaum, Chair

~~Richard Schaum~~Gary Goode

James Wallace

March 19, 2019

~~February 15, 2017~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~INTRODUCTION

~~Introduction~~Our Compensation Discussion and Analysis describes the key principles and approaches used to determine the elements of compensation awarded to, earned by, and paid to each of our named executive officers ('NEOs") during 2018. The discussion provides information and context to the compensation disclosures included in the accompanying compensation tables and footnotes therein. It should be read in conjunction with such disclosures. It also addresses changes to the same for 2019.

~~Overview~~The following Company executives are our Named Executive Officers for 2018:



Name	Title
Steve Downing	President and CEO
Kevin Nash	Vice President, CFO and Tresurer
Neil Boehm	Vice President, Engineering and CTO
Matt Chiodo	Vice President, Sales
Scott Ryan	Vice President, General Counsel and Corporate Secretary

We first provide a brief overview of ~~Our Compensation System~~our officer compensation program and then discuss and analyze the following topics:

~~The Primary Objectives Are~~Relationship Between Pay & Performance How Compensation Decisions are Made

Elements of the Executive Compensation ProgramCompensation Policies & Practices

OVERVIEW

~~create and maintain an entrepreneurial culture~~

~~motivate employees to:~~

~~- continue technical developments~~

~~- improve customer satisfaction~~

~~create and maintain teamwork~~

~~maintain a performance-based model balancing short-term and long-term performance of individuals and the Company~~Our Performance

~~The Elements Comprise~~Given industry and market trends, we were pleased with our 2018 financial performance and we believe we are well positioned for long term success. For 2018, our revenues outperformed our underlying markets by over four percent. Continued execution of our long-term strategy, including execution of our previously disclosed capital allocation strategy, has allowed our stock perform better than our peer group.

~~base salary~~

~~bonuses~~

~~stock-based incentives~~Compensation Philosophy

~~What We Do~~Our compensation program is designed to balance short-term performance with long-term growth. Our compensation and benefits must be competitive with compensation arrangements provided to officers at comparably-sized companies with whom we compete for talent. Our officer compensation philosophy is reviewed annually by the Compensation Committee, and has the following key objectives:

~~emphasize~~•Reward performance - An increasing percentage of officer pay is performance-based, ~~incentives~~and therefore, at risk. Our pay ~~and equity awards~~

~~align executive and employee interests~~programs reflect our “pay-for-performance” culture that aligns officer incentives with the interests of our ~~shareholders (appropriately structured so as to not encourage inappropriate risk taking)~~

~~performance-based and stock-based compensation may be "clawed-back" in appropriate circumstances~~

~~What We Do Not Do~~

~~no "golden parachute" agreements~~

~~no excessive perquisites~~

~~no pension arrangements~~

~~no option repricing~~

~~no hedging or monetizing transactions by directors or employees to lock in the value of Company stock~~

~~no purchasing Company stock on margin, borrowing against Company stock on margin, or pledging of Company stock~~

~~Responsibilities~~shareholders.

~~Compensation Committee~~•Emphasize long-term incentive compensation ~~The Compensation Committee~~- We share a portion of the value created for shareholders with those responsible for the results through our use of equity incentives. Moving forward, the Company will reward officers for delivering long-term earnings before interest, taxes, depreciation, and amortization ("EBITDA") and return on invested capital ("ROIC") with performance shares that have cliff-vesting over a three-year performance period and restricted stock that also has three year cliff-vesting to minimize management turnover will further align officer incentives with those of our ~~Board of Directors is appointed to assist our Board in discharging its responsibilities relating to the compensation of our executives. The Compensation Committee:~~shareholders.

•Drive ownership mentality - We expect officers and directors to personally invest in our success and have adopted Stock Ownership Guidelines that set forth expectations that our executive officers and non-employee directors own or acquire a significant amount of our stock.

•Attract, retain and reward the best talent to achieve superior results - To be consistently better than our competitors, we need to recruit and retain superior talent that is ~~comprised of three directors, each of whom has been determined by~~able to drive superior results. We have structured our ~~Board~~compensation program to ~~be independent under applicable standards~~motivate and ~~none of whom receive any consulting, advisory, or other compensation fee (other than fees for service as Board or committee members)~~reward such results.

~~operates under and in accordance with the written Compensation Committee Charter~~

~~has a chair that sets meeting agendas and the calendar for meetings~~

~~The Chief Executive Officer~~Compensation Alignment with Business Strategy

Our long-term strategy builds on our strong technology foundation and ~~other members of management attend meetings of the Compensation Committee~~leverages our operating model to drive performance in our primary industries, while at the ~~request of the Committee. The Compensation Committee does, however, meet~~same time seeking opportunities in ~~executive session as appropriate. The Compensation Committee has the authority~~other industries.

Our officer compensation program now reflects our short-term and long-term strategy by design and uses certain key, objective performance metrics to ~~engage outside consultants~~evaluate performance. These key, objective performance metrics are important financial measures that help provide sharp focus on critical results in running our business efficiently and ~~advisors to advise the Committee with respect to compensation of executives, in its discretion, but has not done so to date.~~effectively.

Achieve Top Line Growth

- Strengthen customer centricity to deliver growth

Drive Profitability

- Achieve both short-term and long-term profitability goals

Maximize performance Returns and maintain a Strong balance sheet

- Generate cash flow to support future growth through capital and technology investments and to provide returns to shareholders

- Deliver appropriate return on invested capital (ROIC)

Alignment with Incentive Plan Metrics

Annual Incentive Plan

–

Revenue 33.33%

–

Operating Income - 33.33%

–

Earnings per Diluted Share - 33.33%

Long-Term Incentive Plan

–

3 year cumulative EBITDA - 50%

–

3 year cumulative ROIC - 50%

Our Officer Compensation Practices

~~Board of Directors~~Our officer compensation program features many best practices that serve shareholder interests.



What We Do…
ü	Base a significant portion of compensation on the achievement of objective, pre-established goals tied to financial, operational, and strategic measures.
ü	Award incentive compensation based primarily on objective measures, both short-term and long-term.
ü	Provide compensation in equity to help meet Stock Ownership Guidelines.
ü	Maintain a clawback policy to recapture unearned incentive payments.
ü	Retain an independent compensation consultant.
ü	Include double trigger of vesting of equity awards upon an appropriately defined change in control.



What We Don't Do...
û	No excise tax gross ups
û	No excessive perquisites
û	No hedging or pledging of stock
û	No excessive change-in-control severance provisions
û	No dividends paid if performance shares are not earned

Say on Pay

Last year’s advisory vote on executive compensation was supported by our shareholders. The Board of Directors ~~has responsibility~~remains committed to ~~annually assess~~understanding the views of our ~~director~~shareholders by taking into account the results of advisory votes on named executive officer compensation. In 2019, the Compensation Committee made certain

modifications to the officer compensation ~~program. Members~~program to: further align compensation with our business goals and objectives; and make it more performance-based, so as to align it with the interests of ~~management attend meetings~~our shareholders. The Board of Directors and the Compensation Committee will again consider the results of the ~~Board~~2019 advisory vote on named executive officer compensation.

2019 Compensation Structure

For 2019, the Compensation Committee kept in place its Amended and Restated Annual Incentive Performance Based Bonus Plan("Annual Incentive Plan") and implemented a Long-Term Incentive Plan ("Long-Term Incentive Plan"), pursuant to the Gentex Corporation 2019 Omnibus Incentive Plan ("2019 Omnibus Plan"), subject to shareholder approval. If the 2019 Omnibus Plan is not approved by shareholders, the Company's existing plans, which were already approved by shareholders, will remain in place. Below is a summary of the Annual Incentive Plan and Long-Term Incentive Plan along with rationale for each:

Incentive Plans



Annual Incentive Plan

2018 Metrics*		2019 Metrics*	Reasons
Revenue		Revenue	Aligns short-term officer incentive pay with appropriate objective performance targets.
Operating Income	ð	Operating Income
Earnings per Diluted Share		Earnings per Diluted Share

* As adjusted to avoid impact of certain one-time or unusual events.



Long-Term Incentive Plan

2018 Metrics		2019-2021 Metrics*	Reasons
Various		3-year cumulative EBITDA	EBITDA and ROIC have been identified by the Compensation Committee as key measures for management to drive growth and create shareholder value. These metrics provide clear measures of our long-term performance
(using both stock options and restricted stock)	ð	3 year cumulative ROIC
		(using performance shares and restricted stock)

*As adjusted to avoid impact of certain one-time or unusual events.

Base Pay

The Compensation Committee also continues to target market median of an appropriately selected peer group for base pay of our officers.

See below for additional information on 2019 NEO compensation.

RELATIONSHIP BETWEEN PAY & PERFORMANCE

Comparator Compensation Data

One of the factors our Compensation Committee uses in setting officer compensation is an evaluation of how our target compensation and benefit levels compare to those of similarly-situated executives at companies that comprise our officer compensation peer group ("Peer Group"). Our philosophy for officer pay, including NEO pay, is to target the ~~Board's request, but~~50th percentile of our Peer Group and to use general industry market data as provided by the ~~Board meets in executive session~~Compensation Committee’s independent compensation consultant as appropriate. In addition to market data, other factors such as an individual’s experience, responsibilities, and long-term strategic value are also considered when making recommendations and decisions on compensation.

The Peer Group used for benchmarking officer pay, including for NEOs, is made up of companies that are:

•in similar industries where we compete for talent, customers and capital;

~~Role~~ •of ~~Executives in Establishing Compensation~~similar size (as measured by annual revenue, profitability and market capitalization); and

~~While~~•of similar complexity.

The Peer Group is reviewed by the Compensation Committee ~~is responsible~~every year and modifications are made to ensure each company in the group meets the above comparison criteria. The companies shown in the table below comprise our Peer Group:



Allison Transmission Holdings, Inc.	Briggs & Stratton Corporation
Cooper-Standard Holdings	Franklin Electric Co., Inc.
Gentherm Incorporated	Hillenbrand, Inc.
ITT Inc.	LCI Industries
Meritor, Inc.	Modine Manufacturing Company
Shiloh Industries, Inc.	Standard Motor Products, Inc.
Superior Industries International, Inc.	The Timken Company
Tower International Inc.

Pay for ~~recommending CEO and other executive officer compensation to~~Performance

As part of adopting the ~~Board of Directors for approval in accordance with~~Long-Term Incentive Plan, the Compensation Committee ~~Charter,~~considered the ~~CEO in particular provides input~~correlation between NEO realizable compensation and makes recommendations to the Compensation Committee with respect to compensation decisions for non-CEO executive officers. In fact, the CEO (along with other senior management) is primarily responsible for making compensation decisions for our other employees within guidelines established by the Compensation Committee.Company performance. The Compensation Committee ~~does, however,~~will continue to review the alignment between pay of our NEO's and ~~approve~~ ~~all~~ ~~stock-based awards~~our performance on a short and long-term basis.

NEO Pay Mix

To align pay levels for ~~named~~our NEOs with the Company's performance, the compensation program places the greatest emphasis on performance-based incentives. A significant majority (75% of our CEO’s target compensation and 64% of the average target compensation of our other NEOs) is performance-based.

ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

Our executive ~~officers, other~~compensation program has three primary pay components: base salary; annual performance-based ~~bonuses. Since~~cash bonuses (under the ~~Compensation Committee~~Annual Incentive Plan); and long-term equity incentives (under existing plans and the ~~entire Board recognize that~~Long-Term Incentive Plan). Beginning in 2019, the ~~CEO and other executive officers have~~Long-Term Incentive Plan was adopted, which implements the ~~greatest opportunity~~use of performance share awards (subject to influence our performance, our Compensation Committee concentrates its efforts on establishing proper rewards and incentives for executive officers. This structure provides our CEO and executive officers the freedom to influence and motivate our employees to positively impact our Company performance (within the guidelines established by the Compensation Committee)shareholder approval).



Cost	Element	Key Characteristic	Why We Pay this Element	How we Determine the Amount
Fixed	Base Salary	Fixed compensation payable in cash. Reviewed annually and adjusted when appropriate.	Provide a base level of competitive cash compensation for attracting and retaining officer talent.	Experience, job scope, individual performance, and market data, including market median of our Peer Group.
Variable	Annual cash incentive award	Variable compensation payable in cash based on annual performance-related financial goals.	Motivate high performance and award results, in the near term.	Based on financial performance metrics (revenue, operating income, and earnings per diluted share) and market data, including market median of our Peer Group.
	Performance Share Award ("PSA")	PSAs vest after a three-year performance period based on meeting cumulative performance related to financial objectives.	Align the interests of officers with long-term shareholder value and retain officer talent.	Target awards based on job scope and market data, including market median of our Peer Group.
	Performance Share Award ("PSA")		Minimize risk taking behaviors for positive long-term results.	Payouts are based on our performance on financial metrics (EBITDA and ROIC), on a cumulative basis over a three-year period.
	Restricted Stock ("RS")	RS vests on the third anniversary of the grant date.	Increase equity-ownership and focus officers on providing shareholders with appropriate returns.	Target award based on job scope and market data, including market median of our Peer Group.
	Restricted Stock ("RS")	RS vests on the third anniversary of the grant date.	Vesting terms and Stock Ownership Guidelines promote retention and a linkage to the interest of shareholders.

~~Compensation Committee Activity~~Base Salary

~~During fiscal year 2016,~~We provide base salaries to compensate our officers, including NEOs, for their primary roles and responsibilities and to provide a stable level of annual compensation. Actual NEO salary levels and adjustments thereto vary based on the ~~Compensation Committee met 7 times~~NEO’s role, level of responsibility, experience, individual performance, future potential and ~~also met~~market value, and market data including market median of our Peer Group. In addition, salary increases may be warranted because of a promotion or change in ~~February 2017 to: approve the Compensation Committee Report; review~~responsibilities.

Considering market-based positioning and approve other compensation disclosures included in the Proxy Statement; set targets with respect to, and review and approve performance-based bonuses; and do reviews of non-CEO executive officers. Included in the activities of the Compensation Committee is a review of each element of compensation payable to named executive officers, as well as the total compensation payable to them, which includes use of an executive officer equity compensation tally sheet (including stock appreciation). These tally sheets help reflect compensation for a certain number of previous years so that compensation decisions ofNEO’s individual performance, the Compensation Committee and the Board ~~can be placed in~~of Directors approved the ~~appropriate context.~~2019 annualized base salary adjustments (effective February 20, 2019) below:



Executive Officer	2018 Base Salary	2019 Base Salary
Steve Downing	$650,000	$750,000
Kevin Nash	$340,000	$400,000
Neil Boehm	$333,000	$407,000
Matt Chiodo	$336,000	$380,000
Scott Ryan	$315,000	$350,000

These increases are consistent with the Compensation Committees intention to move base salaries for officers to the market median of our Peer Group over a three year period.

Annual Incentive Plan

~~Consistency~~The Annual Incentive Plan is a cash-based plan intended to motivate and reward employees based on Company performance metrics (revenue, operating income, and earning per dilute shares) that we believe drive shareholder value.

The ~~Company has~~Annual Incentive Plan covers all officers, including our NEOs. At the beginning of each year, the Compensation Committee reviews and approves an annual cash bonus target for each NEO, as a percentage of base salary for the year, as observed in further detail below. The NEOs may earn from 0% to 200% of base salary. The performance-related targets for revenue, operating income, and earnings per diluted share, are set by, and achievement of targets are approved by, the Compensation Committee and/or the Board of Directors.

For our NEOs, the 2018 Annual target payout opportunities and results weightings are shown in the table below:



Executive Officer	Threshold	Target	Maximum
Steve Downing	25%	100%	200%
Kevin Nash	25%	75%	150%
Neil Boehm	25%	75%	150%
Matt Chiodo	25%	75%	150%
Scott Ryan	25%	75%	150%

For 2019, the Threshold was moved to 50% for the President and CEO and 37.5% for other named executive officers to better align with typical market practice. No other changes were made to the Annual Incentive Plan target opportunities for NEOs in 2019, as the target and maximum opportunity levels were within the competitive pay range for each position. The foregoing payout opportunities are multiplied by the weighting factor of a particular performance metric to determine the amount of cash bonuses payable to the extent the threshold, target, or maximum performance for each metric is exceeded. Linear interpolation is used to determine prorated Annual Incentive Plan bonuses for performance in between threshold and target and in between target and maximum.

Those certain financial performance metrics (for 2018 and 2019) determine overall Annual Incentive Plan awards for the officers, including NEOs weighted as follows: Revenue (33.33%), Operating Income (33.33%) and Earnings per Diluted Share (33.33%). These metrics are not ~~wavered its compensation philosophy~~only appropriate measures of our underlying performance, but also align with our overall business strategy.

To determine whether Annual Incentive Plan awards are paid, performance for the year is measured against pre-determined target levels for each financial performance metric. The target for the three performance metrics reflects a level of performance, which at the time determined, was anticipated to be challenging but achievable. The threshold level is set to be reflective of performance at which the Compensation Committee believed a portion of the award opportunity should be earned. The maximum level was set well above the target, requiring significant achievements and reflecting performance at which the Compensation Committee agreed that an additional 100% of the target award was warranted.

2018 Annual Incentive Plan Performance

For 2018, the pre-established target performance (along with the pre-established thresholds and maximums) and actual results for the performance metrics are as follows:



AIP Performance Metrics	Weight		Threshold*		Target*		Maximum*		Actual*
Revenue	33.33	%	$	1,794,873,000	$	1,930,000,000	$	2,065,000,000	$	1,834,063,697
Operating Income	33.33	%	$	523,359,000	$	554,000,000	$	597,000,000	$	515,000,544
Earnings per Diluted Share	33.33	%	$	1.410	$	1.640	$	1.780	$	1.644

* Amounts may be modified in the discretion of the Compensation Committee as appropriate to ensure ~~its compensation program structure~~the performance metrics are not unsuitable.

2018 Annual Incentive Plan Payments

The Annual Incentive Plan payments for 2018, based on actual Revenue, Operating Income, and ~~features align the interests of executives and employees with those of our shareholders. While the Company updates aspects of its compensation model from time to time~~Earnings per Diluted Share (adjusted as appropriate by the ~~core elements, which are consistent with~~Compensation Committee) and performance of the ~~compensation philosophy, have remained.~~

~~Objectives of Compensation Program~~

~~Compensation Philosophy. Our compensation program is comprised of three fundamental elements:~~

~~base salary~~

~~bonuses~~

~~stock-based incentives~~

These elements are intended to reflect our cultural emphasis on all team members sharing in the financial opportunities and sacrifices at our Company, just as our shareholders do and are intended and structured to avoid encouraging excessive and unnecessary risk taking. The compensation program is designed in light of our desire to maintain an entrepreneurial culture and to incentivize desired performance and growth. The elements of compensation are utilized to accomplish several objectives, including:

~~attract, motivate, and retain management personnel;~~

~~encourage continued technical development and improve customer satisfaction;~~

~~stay competitive for talent;~~

~~encourage and reward individual achievement as well as overall Company performance; and~~

~~balance short-term performance and long-term performance by aligning the interests of our team with the interests of our shareholders~~

Except with respect to certain performance-based bonuses, timing of certain restricted stock grants, and stock option expiration, the compensation program is generally available to all of our salaried employees and in operation provides for the same method of allocation of benefits between executive and non-executive participants. The only differences between executive officers and other salaried employees is that: certain potential bonuses fornamed executive officers are ~~subject to~~shown in the table below:



Executive Officer	2018 Annual Award Performance Bonus		2018 Discretionary Bonus
Steve Downing	$	323,989	$	180,000
Kevin Nash	$	132,132	$	90,000
Neil Boehm	$	129,442	$	80,000
Matt Chiodo	$	130,578	$	80,000
Scott Ryan	$	122,417	$	80,000

The performance ~~metrics (further emphasizing performance-based compensation);~~and payout range (threshold, target and maximum incentive opportunity) of annual cash incentives for reaching 2018 performance goals under the ~~stock option term~~2018 Annual Incentive Plan for ~~executive officers may be somewhat longer; and restricted stock grants are considered annually rather than every three years (in part due~~each of our NEOs is provided in the table titled “Grants of Plan-Based Awards.” The actual performance bonus paid, as shown in the table above, is also provided in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below. In addition to the Company's Stock Ownership Guidelines) for non-CEO named executive officers. Our compensation program is reviewed and compared to market periodically, though its core elements remain since those elements continue to accomplish the objectives of the compensation program. Ingenuity of our employees, employee turnover, employee morale, ability to hire, and individual and CompanyAnnual Incentive Plan performance ~~are important factors in determining whether our compensation program is consistent with our philosophy and is meeting its objectives.~~

~~Compensation Elements in General~~

~~As noted above, the compensation program is comprised of three fundamental elements: (1) base salary; (2) bonuses; and (3) stock-based incentives.~~

~~Base Pay. Base compensation for executive officers is predicated primarily on:~~

~~competitive circumstances for managerial talent; and~~

~~positions reflecting comparable responsibility~~

Historically, base salaries for our employees have been below market, and incentive compensation has received more emphasis to encourage and implement our entrepreneurial culture. A variety of factors are considered concerning executive officer compensation which are discussed in more detail below.

~~Bonuses. Bonus compensation is comprised of two elements:~~

~~Profit-Sharing Bonus~~ payments, ~~(including a further performance-based element); and~~

~~bonuses, including performance-based bonuses for executive officers and certain other key employees~~

All of our full-time employees, including the CEO and other executive officers, are eligible to share in our Profit-Sharing Bonuses. A percentage of pre-tax income after a minimum threshold of profitability has been achieved is paid to eligible employees quarterly. This structure is intended to incentivize employees to produce above industry average financial performance, thereby aligning employee and shareholder interests. For 2016, Profit-Sharing Bonus payments in the total amount of approximately $42.6 million were made to approximately 5,147 employees. Historically, those Profit-Sharing Bonuses have paid employees between 0% to 25% percent of base salary, which supplements base salaries (since base salaries have been historically lower than market), consistent with our philosophy that employees win when shareholders win. The percentage of base pay that determines Profit-Sharing Bonus payments may be adjusted periodically, based on changes in base pay and as market conditions dictate.

In addition, the Company has adopted an additional bonus based on the Profit-Sharing Bonuses already paid (in accordance with the Company's Performance-Based Bonus Plan). Under that plan, certain key employees, including the CEO and executive officers, were eligible to receive a ten percent (10%) increase in the Profit-Sharing Bonus percentage for each one percent (1%) by which net sales for 2016 exceeded net sales for 2015 (less payments of Profit-Sharing Bonuses already made for such year). The plan is designed to even further align shareholder return with executive officer compensation, in that incentive is provided to continue growing the Company. For 2017, the Board of Directors set that increase at thirteen percent (13%). The change was made to maintain the same incentive and potential benefit of the additional Profit-Sharing Bonus in the context of an overall increase in base pay throughout the organization and a decrease in the Profit-Sharing Bonus percentage payable to all employees.

In addition, performance-based bonuses are awarded under the Performance-Based Bonus Plan based on pre-established performance metrics of EBITDA, Diluted Earnings per Share, and Quality (each factor being weighted one-third). The Compensation Committee selected these measures to provide a balanced focus and because they tend to impact shareholder value. The Compensation Committee will periodically renew performance metrics and will adjust them as appropriate to ensure incentives are working as intended. During 2016, the Compensation Committee discussed, considered, reviewed, and set a threshold and a target for each of the foregoing performance metrics (based on IHS light vehicle production data, internal estimates of take rates and volumes, and expense budgets). There is no bonus payable under the plan until the pre-established threshold for a performance metric is exceeded and a maximum bonus of ten percent (10%) of base salary is payable for achievement of all targets. Pro rata bonuses (based on the percentage of the target achieved in excess of the threshold) are payable based upon exceeding the thresholds but not meeting or exceeding the targets.

The Compensation Committee met in February of 2017 to verify the achievement of the above-described additional profit-sharing bonus and the performance metrics for the performance-based bonuses for 2016 and to set a threshold and target for each performance metric for 2017. Under the Performance-Based Bonus Plan, the Compensation Committee retains the right, based on performance, to increase performance bonuses up to twenty-five percent (25%) of the performance-based bonus and to pay non-CEO employee participantsapproved discretionary bonuses for personal ~~goal achievement of up to twenty-five percent (25%) of base salary as well. The Company has a Clawback Policy such that~~performance disclosed in the ~~event of a restatement of the Company's financial statements, the bonuses payable under the Performance-Based Bonus Plan may be clawed back.~~

~~Stock-Based Compensation~~. Stock-based compensation is intended to align the interests of shareholders and executives and other employees by making our executives and other employees shareholders in a meaningful amount. We attempt to foster and maintain an entrepreneurial culture that seems to work best when our employeesaforementioned table, which are owners and, therefore, win when our shareholders win. History and the current climate have confirmed for us that stock-based compensation provides appropriate incentives to incent long-term performance and is also a good retention tool. Stock-based compensation includes:

~~stock options; and~~

~~restricted stock.~~

Stock options are granted under our existing Employee Stock Option Plan, as amended, and restricted stock is granted under our Second Restricted Stock Plan, as amended, each of which has been approved by our shareholders. Our stock-based incentives vest over time to encourage our employees to take a long-term perspective. U.S. employees are now given a choice between stock options or restricted stock. To the extent an employee selects restricted stock, said employee receives one share of restricted stock for each three and one-third shares of options to acquire shares that would otherwise have been granted.

~~Details of Compensation Program Design~~

~~The fundamental elements of our compensation program allow compensation to be impacted by our overall performance and by individual performance as well.~~

~~Impact of Performance on Compensation~~

Each year, the Compensation Committee undertakes a CEO performance review which involves a multi-step process. First, the entire Board of Directors evaluates CEO performance on a variety of factors including:

~~leadership;~~

~~strategic planning;~~

~~financial results;~~

~~succession planning;~~

~~human resources/diversity;~~

~~communications with the Board, management, employees, and shareholders;~~

~~external relations; and~~

~~Board relations.~~

The Compensation Committee gathers the results of this evaluation. The Compensation Committee then considers these evaluations and discusses the same with the CEO. Based on the foregoing, the Compensation Committee then makes CEO compensation recommendations to the entire Board of Directors. Pursuant to this process, the CEO's base salary and stock-based awards are determined and approved by the Board. Evaluations, as set forth herein, are also undertaken for non-CEO executive officers. Through these evaluation processes, the Compensation Committee and the Board can exercise positive or negative discretion concerning compensation decisions. Evaluations of our employees otherwise take place on or about the employee's anniversary date of employment, except the CEO evaluation which occurs in August and evaluations of non-CEO executive officers which occur in February of each year to coincide with the Compensation Committee verification of achievement of the performance metrics related to payment of the additional profit-sharing bonuses and performance-based bonuses.

The Compensation Committee considers the foregoing factors in varying degrees. In its 2016 review of CEO performance which occurred in August 2016, the Compensation Committee and the Board highlighted positive reviews with respect to financial results, strategy, product development, and personnel development. Succession planning was also coveredincluded in the ~~2016 CEO performance review.~~

~~Specifics on Elements of Compensation for 2016~~

~~Tables~~. The "Summary Compensation Table for 2016" shows the base salary, bonuses (including performance-based bonuses and personal goal achievement bonuses), restricted stock awards, stock option awards and other compensation for each of our named executive officers. Total compensation for each applicable named executive officer is also reflected in that Table. The "Grants of Plan-Based Awards for 2016" Table sets forth stock-based compensation. The "Outstanding Equity Awards at Fiscal Year-End December 31, 2016," Table and the "Option Exercises and Stock Vested for 2016" Table further demonstrate efforts to align our executive officers' interests with those of our shareholders. We continue to believe these compensation elements and the mix of these elements are appropriate for the Company given its culture, performance, industry, and current opportunities and challenges.

~~Base Salary~~. The base salaries for our named executive officers are set forth in the "Summary Compensation Table for 2016." The Company approved guidelines for 2016 that salaried employees, including executive officers, were eligible for an increase in base salary of up to 5 percent per year for performance alone, and up to 10 percent per year total if increased responsibilities are undertaken (or, potentially more in the case of a promotion). These guidelines have been left in place for 2017.

For 2016, our CEO received a 4.5 percent increase in base pay, based on Company guidelines of 0-5 percent. Mr. Downing received a 20 percent increase in base pay due to an increase in responsibilities, Mr. Nash received a 15 percent increase in base pay. Mr. Ryan received an 10 percent increase in base pay. Mr. Matthews received a 7 percent increase in base pay.

Increases were predicated largely on financial performance of the Company during the previous twelve months. The qualitative factors included above in the review of CEO performance also impacted other executive officer compensation determinations.

~~Base salaries for executives still remain below market as performance-based (including stock-based), incentive compensation is emphasized, consistent with the Company's entrepreneurial culture.~~

~~Bonuses~~. Profit-Sharing Bonuses and other performance-based bonuses, as described herein, and personal goal achievement bonuses for named executive officers are also set forth in the "Summary Compensation Table for 2016." The Company has approved a guideline such that employees are eligible for personal goal achievement bonuses of up to 50 percent of base salary (or, potentially more, in the case of exemplary performance). The additional profit-sharing bonuses and performance-based bonuses earned in 2016 under the Performance-Based Bonus Plan based on a achievement of performance metrics are set forth in the Non-Equity Incentive Plan Compensation"Bonus" column of the "Summary Compensation ~~Table for 2016.~~Table." ~~Personal goal achievement~~Discretionary bonuses ~~earned~~were paid to NEO's based on the Company's ability to outperform underlying markets in ~~2016 are set forth in the Bonus Column~~terms of revenues, effective execution of the ~~"Summary~~Company's capital allocation strategy, and tax strategies, management of capital expenditures and other factors.

For 2019, the Compensation ~~Table~~Committee has established thresholds, targets, and maximums for ~~2016."~~Revenue, Operating Income, and Earnings per Diluted Share as the Annual Incentive Plan performance metrics.

Long-Term Incentive Plan

For 2016, participants in the Performance-Based Bonus Plan became eligible for an increase in the Profit-Sharing Bonus percentage due to a 9 percent year-over-year increase in sales, with such bonus calculated as set forth herein.

~~With respect to the performance metrics for the performance bonus under the Performance-Based Bonus Plan for 2016:~~

Performance Metric
Weighting
Factor
Threshold Target Actual Result
EBITDA 1/3 $485,428,000 $585,174,000 In excess of Target
Diluted Earnings Per Share 1/3 $0.97 $1.14 In excess of Target
Quality 1/3 * * In excess of Target

*Quality thresholds and targets are a non-variable calculation based on parts per million plus over-all corporate cost of quality.

In February 2017, the Compensation Committee verified achievement of a year-over-year increase in sales and performance in excess of the foregoing targets, as well as set performance metrics under the Performance-Based Bonus Plan for 2017. For 2016, each executive officer was awarded an additional Profit-Sharing Bonus and a performance bonus of a combined 29.5 percent (29.5%) of base salary, as set forth in the "Summary Compensation Table for 2016" and as set forth in Part III, Item 11 of the Company's form 10-K for the year ended December 31, 2016.

Personal goal achievement bonuses reflect our Compensation Committee's and Board of Directors' positive and negative discretion. As noted, the Compensation Committee and the Board generally prefer to emphasize stock-based compensation for the CEO, which is evidenced by the CEO not receiving any personal goal achievement bonuses for 2016, 2015, or 2014. For the non-CEO executive officers, the Compensation Committee and the Board exercised available discretion under the Performance-Based Bonus Plan to increase the bonuses earned thereunder as authorized in such plan, based on the criteria established in such plan.

~~Stock-Based Compensation~~2018. ~~Our named executive~~During 2018 and before, our officers, ~~are also~~including NEO's, were eligible to receive grants of stock options under ~~our~~the Employee Stock Option Plan and ~~grants of restricted stock~~RS under ~~our~~the Second Restricted Stock ~~Plan. The Company~~Plan, each of which has been approved guidelines so that stock option awards up to an established percentage may be made under our Employee Stock Option Plan and restricted stock awards of up to an established percentage may be made under our Second Restricted Stock Plan. During 2016:

~~CEO -141,000 stock option shares granted~~

~~Other Executive Officers - 4,580 to 17,730 stock option shares granted; and~~

~~Restricted Stock Awards of 1,650 shares to 6,300 shares~~

by shareholders. These awards ~~are~~were predicated onon: both individual and ~~company performance, while creating~~Company performance; providing incentives to help achieve our long-term ~~goals and align~~goals; aligning employee interests with those of our ~~shareholders. In particular,~~shareholders; and retaining executive talent. With respect to such stock option awards, during 2018 officers, including NEO's, like all employees, could elect to take RS in lieu of such stock options (one share of RS for each 3.33 stock option as noted above). Such awards are noted in the ~~case~~"Grant of our CEO, the Compensation Committee prefers stock option grants rather than more significantly increasing base pay or bonuses to a level that might be more commensurate with the market for chief executive talent. In light of the fact that our CEO's base pay is low, and the fact that he received no personal goal achievement bonus or restricted stock award, along with the Company's emphasis on incentive compensation, our CEO was granted the foregoing stock option award in 2016, which will only benefit him if our shareholders benefit as well.Plan-Based Awards" table.

~~Our Employee Stock Option Plan, as amended and restated, makes~~Such stock options ~~generally available~~ to all of our salaried employees. All options are granted to employees around the end of the quarter in which their anniversary date of employment occurs at scheduled meetings of the Compensation Committee (except in the case of named executive officer stock option grants, which are done when approved by the entire Board of Directors as discussed herein). Stock options are only granted at their fair market value on the date of Compensation Committee meetings with all such grants being reviewed and approved by the Compensation Committee (except named executive officer stock option grants, which areofficers were only granted at their fair market value on the date approved by the ~~entire Board). Generally,~~Board of Directors as recommended by the Compensation Committee. For 2018, stock option awards to officers

~~have~~ were granted with a ~~seven-year~~ten-year term and become exercisable (as long as employment continues), for 2025 percent of the shares on each anniversary of the grant date commencing on the first anniversary of the grant ~~date, although a five-year term might be used in order to accommodate certain circumstances. Stock options for other employees generally carry a five- to seven-year term and similarly vest over time.~~date.

~~Restricted stock~~RS awards ~~are granted at the discretion of the Compensation Committee at scheduled meetings of the Compensation Committee (except in the case of named executive officer restricted stock awards which are~~were made ~~when~~to NEO and other officers once approved by the entire Board of Directors as ~~noted herein). Historically, grants of restricted stock to eligible employees, including executive officers, are considered once every three years for each eligible employee. The~~recommended by the Compensation Committee. In 2018, the Compensation Committee ~~now grants restricted stock~~granted RS awards ~~annually for non-CEO named executive~~to NEOs and other officers at the time of the reviews of such individuals. ~~Usually these share~~Such restricted stock grants are ~~restricted~~ for ~~five~~a period of years from the date of grant, and ~~as such~~ are viewed as a retention tool. Dividends are paid on ~~restricted shares~~RS so granted if, and to the extent, we pay dividends on our common stock. The vesting schedules associated with stock option and ~~restricted stock~~RS awards, in part, discourage excessive and unnecessary risk-taking (especially when considered in connection with the stock ownership guidelines for executive officers).

~~As stated~~

Based on the information set forth above, ~~U.S. employees are now given a choice between receiving~~the Compensation Committee also made the following equity grants in 2018:



Executive Officer	Stock Option Grant	Restricted Share Award
Steve Downing	101,000	68,000
Kevin Nash	27,000	8,000
Neil Boehm	30,000	8,000
Matt Chiodo	30,000	8,000
Scott Ryan	25,000	8,000

These stock option grants and RS awards were approved pursuant to the Company's shareholder approved Employee Stock Option Plan and shareholder approved Second Restricted Stock Plan, respectively. The stock option grants are ten-year options that become exercisable as long as employment of the Company continues for 25 percent of such shares on each anniversary of the grant date commencing with the first anniversary of the grant date. The exercise price is the closing price of the stock on the grant date. RS awards vest at the fourth anniversary of the grant, except 37,000 shares of RS granted in recognition of Steve Downing's promotion to President and CEO, which vest on the fifth anniversary of the grant. For 2019, the Compensation Committee has now adopted a revised approach to equity compensation for officers, including NEO's, by creating long-term performance objectives associated with equity compensation awards, which will be in addition to vesting requirements as set forth herein.

2019. We continue to believe that our long-term performance is driven through an ownership culture that rewards officers for creating and maximizing shareholder value. That is a philosophy that permeates our organization as evidenced by the fact that over 1,000 employees receive stock option or RS awards. Our recently adopted Long-Term Plan pursuant to the 2019 Omnibus Plan (which is subject to shareholder approval) provides officers, including our NEOs, with incentive awards that serve an important role by balancing other applicable short-term goals with long-term shareholder value creation while minimizing risk-taking behaviors that could negatively affect long-term results.

The Board of Directors and/or the Compensation Committee approves the amount of the long-term incentive awards, which are based on a percentage of the officers, including NEO’s, base salary. Each officer's, including NEO’s, award opportunity is based on a target dollar value (determined toward the beginning of the performance period) as a percentage of base salary assigned to his or her position based on market comparisons for similar positions, using both Peer Group and general industry market data. The following target opportunities apply for the 2019-2021 performance period under the Long-Term Incentive Plan:



Executive Officer	Long-Term Plan Target Opportunity percentage of Base Salary for 2019-2021
Steven Downing	200%
Kevin Nash	100%
Neil Boehm	100%
Matt Chiodo	100%
Scott Ryan	100%

Achievement at threshold performance yields 50% of the target award and achievement of maximum performance yields another 100% of the target award. To the extent performance exceeds threshold or target, as applicable, for an applicable performance objective, but does not meet or exceed the established target or maximum, as applicable, linear interpolation is used to determine the pro rata portion of such award.

Seventy percent (70%) of the total value of the target long-term incentive opportunity is delivered through performance shares awards or PSAs and the other thirty percent (30%) through restricted stock ~~grants as further discussed herein.~~or RS. We believe both PSAs and RSs are forms of performance-based incentive compensation because PSAs provide direct alignment with shareholder interests and the value of RSUs fluctuates based on stock price performance.

In addition to requiring achievement of performance objectives in respect of PSAs, PSAs and RS require the NEO to remain employed with the Company for three years from the grant date, unless the NEO attains retirement age, departs for good reason, dies, or becomes disabled whereby an award may be paid or partially paid.

~~Other Compensation. All other compensation~~Performance Shares

The Long-Term Plan is designed to provide PSAs for ~~named executive~~ officers, ~~set forth in~~including our NEOs. PSAs, which are 70% of the ~~"Summary Compensation Table for 2016" includes "matching" contributions~~total long-term incentive opportunity, are tied to the achievement of two performance objectives, each weighted equally: EBITDA (50%) and ROIC (50%), adjusted as determined by the ~~Company pursuant~~Compensation Committee. Each performance objective is based on a three-year performance period (2019-2021) with a performance range that can result in PSAs of 0% to another 100% of the target opportunity. Under the Long-Term Incentive Plan, PSA's are generally granted in February to officers, including NEO's and vest based on achievement of the performance objectives and remaining employed until the third anniversary of the grant.

EBITDA drives the ability to commit resources to continued growth, but is also a measure of ability to provide shareholder return. It also drives profitable sales growth and optimizes our ~~401(k) plan, restricted stock dividends, the personal use of automobiles by certain executive officers, and certain costs associated with the personal use of Company aircraft, as detailed~~cost structure. ROIC ensures management uses our capital in ~~the notes to the "Summary Compensation Table for 2016~~.~~" Also, membership fees at a local country club are paid as detailed in the notes to the "Summary Compensation Table for 2016~~.~~" We make available to our executives Company aircraft for personal use, provided it does not conflict with any business purpose for the aircraft. All executives are assessed~~an effective manner that drives shareholder return. Since the value of PSAs is also tied to our actual performance in key performance objectives over a three year period, PSAs align the ~~incremental costs~~officers' interests with those of ~~personal use~~shareholders. The target opportunities of ~~Company aircraft.~~ PSAs for the NEOs are shown in the table below:



Executive Officer	Number of PSAs awarded in 2019 (Target ) for 2019-2020
Steve Downing	49,575
Kevin Nash	13,220
Neil Boehm	13,451
Matt Chiodo	12,559
Scott Ryan	11,568

Restricted Stock Awards

The ~~cost~~other 30% of the total value of the long-term incentive opportunity consists of RS awards. RS incents and rewards executives for improving long-term stock value and serve as a retention tool. Under the Long-Term Incentive Plan, RS is generally granted in February to officers, including our NEOs, and cliff vest on the third anniversary of the grant, provided the recipient remains employed on the third anniversary of the grant. The RS awarded in 2019, based on the target opportunities, for the NEOs are shown in the table below:



Executive Officer	Number of RS Awarded in 2019 (Target) for 2019-2021
Steve Downing	21,246
Kevin Nash	5,666
Neil Boehm	5,765
Matt Chiodo	5,382
Scott Ryan	4,958

All PSAs and RS awards are subject to shareholder approval of the 2019 Omnibus Plan. Such awards are intended to replace historical grants of stock options and restricted stock under existing plans which the 2019 Omnibus Plan is intended to replace. If the 2019 Omnibus Plan is not approved by shareholders, the Compensation Committee will consider making awards to the officers, including NEO's, under the existing plans.

HOW COMPENSATION DECISIONS ARE MADE

Role of the Compensation Committee and CEO

The Compensation Committee of the Board of Directors assists the Board of Directors in fulfilling its obligations related to the compensation of the Company's officers and, in general, with respect to equity compensation for all employees. Our current Compensation Committee consists of a chair and independent directors who are appointed annually by the Board of Directors. Under the Compensation Committee Charter, the Compensation Committee must have a minimum of three members who meet the requirements for independence as set forth by the Securities and Exchange Commission ("SEC") and the NASDAQ. Members of the Compensation Committee must also qualify as

“non-employee directors” within the meaning of Exchange Act Rule 16b-3 and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code.

The Compensation Committee members during 2018 were: Richard Schaum (Chair), Gary Goode, and James Wallace.

The Compensation Committee’s responsibilities include, but are not limited to, reviewing our officer compensation philosophy and strategy, participating in the performance evaluation process for our President and CEO, setting base salary and incentive opportunities for our President and CEO and other NEO's, establishing the overarching pay philosophy for our management team, establishing incentive compensation and performance goals and objectives for our NEO's and other officers and determining whether performance objectives have been achieved. Executive sessions are held by the Compensation Committee without the participation of any member of management. Each year, the Compensation Committee reviews the performance and total compensation package of our NEOs. The Compensation Committee reviews and establishes each NEO’s total target and actual compensation for the current year, which includes base salary, annual bonus opportunities, and long-term equity incentive awards as more fully defined herein. The Compensation Committee also approves equity compensation for all employees.

Our President and CEO is responsible for making recommendations to the Compensation Committee regarding base salary and incentive opportunities for the NEOs, other than with respect to his own compensation.

Compensation decisions are made by the Compensation Committee using its sole judgment, but may be recommended to the full Board of Directors for approval as well. The Compensation Committee focuses primarily on each NEO’s performance against financial and strategic objectives and the Company's overall performance.

Role of the Independent Compensation Consultant

The Compensation Committee Charter states that the Compensation Committee may retain outside compensation consultants, legal advisors, or other advisors in its discretion. The Compensation Committee has chosen to retain an independent compensation consultant, Mercer (of the Marsh & McLennan Companies), to provide it with objective and expert analyses on certain compensation matters. In engaging Mercer, the Compensation Committee considered the relevant independence factors with respect to Mercer's services and determined that Mercer's work did not raise any conflict of interest.

All services provided by Mercer were done pursuant to an engagement by, and under the direction and authority of, the Compensation Committee. The Compensation Committee requested Mercer's advice on a variety of topics including: assessment of the existing executive compensation program and strategy; market comparisons, including with the Peer Group; plan design alternatives; pay trends; performance metrics; stock ownership guidelines; employment agreements; director compensation; best practices; and reporting with respect to the same. Mercer did not provide any other services to the Company ~~related~~in 2018 and its fees for the foregoing services were $66,000 in 2018. We also used Marsh USA Inc. ("Marsh"), another of the Marsh & McLennan Companies, to ~~personal use~~provide insurance services in 2018. The Company paid Marsh $394,000 in 2018. The decision of ~~Company aircraft~~the Compensation Committee to engage Mercer was done with the knowledge that Marsh was engaged to provide insurance services. The total fees paid to Mercer and Marsh for 2018 was approximately $460,000, which is approximately .0031% of the revenues of Marsh & McLennan Companies for 2018.

Mercer provided Peer Group and general industry compensation data to the Compensation Committee and such data was used as a frame of reference for establishing appropriate compensation targets for base salaries, annual bonuses and long-term equity incentives for officers, including NEOs for 2018 and 2019.

COMPENSATION POLICIES & PRACTICES

Stock Ownership Guidelines

We recently amended our Stock Ownership Guidelines to encourage executives to own a significant number of shares of our common stock. The stock ownership guidelines are calculated based on a multiple of the NEO’s annual base salary (five times for the President and CEO and three times for the other NEOs) Further, the stock ownership guidelines also apply to non-employee directors using a multiple of their annual retainer (five times).

Such Stock Ownership Guidelines provide for the ~~SIFL (Standard Industry Fare Level) rates as outlined~~NEOs and non-employee directors to achieve the targeted stock ownership levels on a schedule within five years. In determining if our NEOs and non-employee directors have satisfied the ownership requirements, we generally include RS that has been granted and any shares owned outright by the ~~IRS~~NEO or non-employee directors.

Clawback Provisions

To mitigate risk of paying either annual or long-term incentives including equity incentives based on faulty financial results, we have a Clawback Policy regarding adjustment of compensation in the event of a restatement of our financial results. It provides that the Compensation Committee will review all bonuses and other compensation paid or awarded to our executive officers based on the achievement of corporate performance goals during the period covered by a restatement. If the amount of such compensation paid or payable to any current or former executive officer based on the originally reported financial results differs from the amount that would have been paid or payable based on the restated financial results, the Company will seek recovery from the executive officer of any compensation exceeding that to which he or she would have been entitled based on the restated results.

Hedging and Pledging of Stock

Under the terms of our Anti-Hedging and Anti-Pledging Policy, no officer or director is permitted to engage in securities transactions that would allow them either to insulate themselves from or profit from, a decline in the Company's stock price. Similarly, no officer or director may enter into hedging transactions in the Company's stock. Such transactions include, but are not limited to, short sales as well as any hedging transactions in derivative securities (e.g. puts, calls, options, collars, etc.) or other speculative transactions relating to the Company's stock. Pledging of our stock is prohibited as well. This policy is intended to ensure our officers and directors have full risks and rewards of ownership of our stock.

Equity-Based Grant Practices

Under our equity-based grant practices, we make annual equity-based grants to officers, including NEOs, in the first quarter of the calendar year at a meeting of the Board of Directors. Under our recently adopted practice, the exercise price, in the case of any stock options, or the value in the case of PSA's or RS, is the average closing price of our common stock on the NASDAQ for the twenty (20) trading days preceding the day of the grant (but prior to that, the date of grant was used). The Compensation Committee approves all equity-based grants, though the Board of Directors also approves all NEO compensation.

Mitigation of Potential Risk in Pay Programs

The Compensation Committee has reviewed our compensation policies and practices and determined that there are no risks arising from our compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on the Company. To avoid excessive risk-taking behaviors, we have put in place several mechanisms, including, but not limited to:

Stock Ownership Guidelines;

Caps on annual incentive payouts;

Financial performance-based annual incentive program;

Long-term incentive awards (which are delivered in the form of equity) based on remaining with the Company and/or financial performance objectives;

Mix of multiple types of awards;

Use of multiple performance objectives to determine annual and long-term incentive payouts; and

Clawback Policy and Anti-Hedging and Anti-Pledging Policy.

Impact of Accounting and Tax Treatments

Internal Revenue Code Section 162(m)

Subject to certain exceptions, Section 162(m) of the Internal Revenue Code limits our ability to deduct compensation in excess of $1 million per year paid to certain covered employees. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements entered prior to November 2, 2017 and which are not materially amended thereafter.

Accounting for Stock-Based Compensation

We account for stock-based payments under our equity-based plans in accordance with ~~Treasury Regulation Section 1.61-21 (Taxation~~the requirements of ~~fringe benefits). Certain costs associated with~~FASB ASC Topic 718. Further information about this accounting treatment can be found in Notes 1 and 5 of the ~~personal use of Company aircraft are considered a taxable fringe benefit as reflected~~Consolidated Financial Statements in our Annual Report on Form 10-K for the ~~notes to the "Summary Compensation Table for 2016~~.~~" For tax purposes, the additional income that is considered a taxable fringe benefit is subject to income inclusion as reflected in the notes to the "Summary Compensation Table for 2016~~."year ended December 31, 2018.

~~Director Compensation~~DIRECTOR COMPENSATION

Our Board of Directors has responsibility for periodically assessing our director compensation program.

~~Each~~For 2018, each director who was not an employee ofat the Company ~~receives:~~received, as applicable:

~~$14,400 annual directors'~~ Annual retainer ~~fee ($3,600 per quarter);~~- $80,000

~~$2,100 for each~~ Chair of the Board ~~meeting attended;~~retainer - $75,000

~~$1,500 for each~~ Audit Committee ~~meeting attended;~~Chair retainer - $12,500

Compensation Committee Chair retainer - $10,000

Nominating and Corporate Governance Committee Chair retainer - $10,000

~~An option to purchase 7,000 shares of our common stock.~~ Audit Committee Member retainer (non-chair) - $7,500

Compensation Committee Member retainer (non-chair) - $5,000

Nominating and Corporate Governance Committee Member (non-chair) - $5,000

All of the foregoing amounts are payable quarterly. The ~~Lead Independent Director receives an additional retainer fee~~Company also retained Mercer to provide market comparisons, review of the Peer Group, and trends in terms of director pay. The Board of Directors determined director compensation, like officer compensation, was prior to 2018 significantly below Peer Group median. As such, the ~~amount~~Board of ~~$10,000. The Chairmen~~Directors adjusted director compensation in 2018 to approach such median. For 2019, the Board of ~~our Compensation and Audit Committees also received an additional retainer fee in~~Directors adjusted the ~~amount of $5,000~~equity compensation for ~~each committee. The~~ non-employee directors, ~~annual option~~subject to ~~purchase 7,000 shares~~shareholder approval of ~~our common stock~~the 2019 Omnibus Plan. If the 2019 Omnibus Plan is ~~at a price per share equal to~~approved by shareholders thereby replacing the ~~closing price of our stock on the NASDAQ on the date of each annual meeting of shareholders in accordance with our shareholder approved 2012 Amended and Restated Non-employee~~Non-Employee Director Stock Option Plan, ~~as amended. See~~after each Annual Meeting of Shareholders, non-employee directors will receive a grant of RS equal to $100,000 divided by the ~~"Director Compensation Table for 2016~~.~~" Like executives, Board members may make personal use~~average closing price per share of ~~Company aircraft if~~the Company's common stock on the twenty (20) trading days preceding the date of the grant of such ~~use does not conflict with any business purpose for~~RS. Such RS grants will vest on the ~~aircraft. The cost to~~first anniversary of the Company related to such personal use by directors is calculated using SIFL (Standard Industry Fare Level) rates as discussed above. We believe this director compensation to be reasonable and appropriate.grant.

~~Stock Ownership~~PAY RATIO

~~The Company has~~As a result of rules adopted ~~Stock Ownership Guidelines (*) providing that executive officers should own three times their~~under the Dodd-Frank Act, beginning with our 2018 Proxy Statement, the SEC required disclosure of the CEO to median employee pay ratio. In 2018, the CEO's annual base salaries in Company common stock and directors should own two times their annual director fees in Company common stock. As noted above, such guidelines help discourage excessive and unnecessary risk-takingtotal compensation was $3,427,450 as reflected in the ~~context~~"Summary Compensation Table." Our median employee's annual compensation for 2018 was $49,597. As a result, we estimate that the CEO's annual total compensation was approximately 69 times that of the Company’s emphasis on stock-based compensation. In addition, the Company's Anti-Hedging and Anti-Pledging Policy prohibit directors and executive officers from leveraging their ownership of Company stock or pledging Company stock to secure personal loans.our median employee.

~~Impact of Regulatory Requirements~~

In making compensation design and award decisions, we have considered the ability to deduct compensation in accordance with Internal Revenue Code Section 162(m). We have also considered the impact of Section 16 of the Securities and Exchange Act of 1934 and rules promulgated thereunder. Since we do not have a deferred compensation plan, consideration of the impact of Internal Revenue Code Section 409A in compensation design and award decisions has not been significant. We have also in the past undertaken certain actions disclosed in our SEC filings with respect to the impact of expensing stock-based awards (including stock options) under FASB ASC Topic 718. The executive compensation disclosure rules applicable to annual reports and proxy statements with respect to the disclosure of compensation-related risks for all employees, certain matters related to compensation consultants, reporting of equity awards in the Summary Compensation table, and the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act related to compensation have had no material impact on our decisions regarding compensation. The shareholder advisory vote on named executive officer compensation occurring this year, as well as future shareholder advisory votes on named executive officer compensation will be considered by the Compensation Committee and Board of Directors in making future compensation decisions.

~~Conclusion~~CONCLUSION

We have reached the conclusion that each individual element of compensation, as well as the total compensation, delivered to our ~~named executive officers~~NEO's and to our directors during ~~2016~~2018 are reasonable, appropriate, and in the best interests of ~~our~~the Company and our shareholders. We believe the changes implemented for 2019 will be the same. That determination is based on a continuation of our compensation philosophy and practices which we believe align both the short-term and long-term interests of our ~~employees~~officers with those of our shareholders. It remains the case that each

element of our compensation program is important to accomplishing the Company's goals of creating an entrepreneurial environment so that our employees are motivated to remain with us, individually perform to the best of their abilities, and focus on our long-term success.

EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth the compensation earned by the principal executive officer, principal financial officer, and other executive officers for services rendered to the Company for the fiscal year ended December 31, ~~2016.~~2018.

Summary Compensation Table for 2016

Name and Principal Position
Year
Salary
($)

Bonus
($)
(1)
Stock Awards
($)
(2)
Option Awards
($)
(3)
Non-Equity Incentive Plan Compensation
Change in Pension Value and Non-qualified Deferred Compensation Earnings
($)
(4)
All Other Compensation ($)
Total ($)
Fred Bauer,
Chairman and CEO
2016 542,195
159,983
—
698,184
187,046
—
96,168
1,683,576
2015 523,102
118,033
—
662,466
204,022
—
29,076
1,536,699
2014 496,513
119,097
—
1,224,080
—
—
93,902
1,933,592
Steve Downing,
Senior Vice President and CFO
2016 335,949
98,609
92,610
62,783
113,749
—
87,126
790,826
2015 253,846
60,307
93,000
66,515
126,026
—
53,413
653,107
2014 193,209
116,569
—
80,933
—
—
28,140
418,851
Kevin Nash,
Vice President – Accounting and CAO
2016 187,808
75,094
46,305
29,993
63,355
—
80,116
482,671
2015 163,046
64,793
46,500
31,760
68,773
—
42,177
417,049
2014 149,827
68,953
160,620
52,732
—
—
28,513
460,645
Scott Ryan,
Assistant General Counsel
2016 210,497
61,541
24,255
16,218
69,382
—
48,447
430,340
2015 184,424
44,121
26,416
18,446
83,656
—
24,060
381,123
Joseph Matthews,
Vice President - Purchasing
2016 156,171
45,715
37,779
18,767
52,246
—
25,227
335,905
2015 147,430
83,765
—
23,586
54,596
—
24,060
333,437
2014 133,121
51,883
107,080
40,205
—
—
14,428
346,717



Summary Compensation Table for 2018
Name and Principal Position	Year	Salary ($)	Bonus ($)	(2) Stock Awards ($)	(3) Option Awards ($)	(4) Non-Equity Incentive Plan Compensation	Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)	(5) All Other Compensation ($)	Total ($)
Steve Downing, President and CEO	2018	618,173	180,000	1,559,920	636,017	323,989	—	109,351	3,427,450
	2017	420,959	182,358	286,130	—	96,809	—	88,514	1,074,770
	2016	335,949	98,609	92,610	62,783	113,749	—	87,126	790,826
Kevin Nash, Vice President - Finance, CFO and Treasurer	2018	327,075	90,000	183,520	170,024	132,132		87,485	990,236
	2017	225,504	104,254	134,447	—	51,451	—	84,757	600,413
	2016	187,808	75,094	46,305	29,993	63,355	—	80,116	482,671
Scott Ryan, Vice President, General Counsel and Corporate Secretary	2018	305,573	80,000	183,520	157,430	122,417	—	77,805	926,745
	2017	237,776	87,838	68,373	—	54,433	—	48,332	496,752
	2016	210,497	61,541	24,255	16,218	69,382	—	48,447	430,340
Neil Boehm, CTO and Vice President, Engineering	2018	317,734	80,000	183,520	188,916	129,412		58,428	958,010
Matt Chiodo, Vice President - Sales	2018	321,270	80,000	183,520	188,916	130,578	—	50,949	955,233

(1) Mr. Boehm and Mr. Chiodo became named executive officers of the Company in February 2018.

~~(1)~~ (2)For each outstanding restricted stock award, the value shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 (as opposed to what is included in the Company's financial statements). See the Company’s Annual Report (Footnote 5) for the years ended December 31, ~~2016, 2015,~~2018, 2017, and ~~2014~~2016 for the assumptions made in the valuation of restricted stock. The actual number of restricted shares granted is shown in the "Grants of ~~Plan-based Awards for 2016"~~Plan-Based Awards" table included in this Proxy Statement. Assuming continued employment with the Company, restrictions on shares lapse upon expiration of four or five years from date of grant. Dividends are and will be paid on the shares if, and to the same extent, paid on the Company's common stock. ~~Executive~~Named executive officers are eligible to receive restricted stock awards at the discretion of the Compensation Committee in accordance with the Second Restricted Stock Plan and 2019 Omnibus Plan (if approved by shareholders) as discussed in the "Compensation Discussion and Analysis" section of this Proxy Statement.

~~(2)~~(3) For each outstanding stock option award, the value shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 (as opposed to what is included in the Company's financial statements). See the Company’s Annual Report (Footnote 5) for the years ended December 31, ~~2016, 2015,~~2018, 2017, and ~~2014~~2016 for the assumptions made in the valuation of stock options. The actual number of stock options granted is shown in the "Grants of ~~Plan-based Awards for 2016"~~Plan-Based Awards" table included in this Proxy Statement.

~~(3)~~(4) Amounts set forth relate to ~~the additional profit sharing bonuses and~~ performance-based bonuses earned in ~~2016~~2018 under the ~~Performance Based~~Amended and Restated Annual Incentive Performance-Based Bonus Plan based on the achievement of performance metrics set forth therein and are

discussed further in the "Compensation Discussion and Analysis" section of this Proxy Statement. Discretionary bonuses are also discussed in the "Compensation Discussion and Analysis" section of this Proxy Statement.

~~(4)~~(5) Other compensation includes the sum of restricted stock dividends, ~~and "matching"~~matching contributions by the Company pursuant to its 401(k) ~~Plan. In addition, other compensation includes~~Plan, the use of Company automobiles or reimbursement for the use of personal automobiles pursuant to the Company's policy for use of such vehicles, ~~and~~detailed in the table set forth below. Other compensation also includes membership fees at a local country ~~club for Messrs. Bauer, Downing, Nash,~~clubs and ~~Ryan. Other compensation for~~

~~Messrs. Bauer, Downing, Nash and Ryan also includes~~ certain costs associated with the personal use of Company aircraft which is subject to income inclusion as a taxable fringe ~~benefit.~~benefit, as summarized below in "Other Perquisites".



Name	Restricted Stock Dividends	401(k) Employer Match	Personal Use of Automobiles	Other Perquisites	Total Other Compensation
Steve Downing	39,485	11,000	25,956	32,910	109,351
Kevin Nash	15,182	11,000	21,756	39,547	87,485
Scott Ryan	6,782	11,000	22,992	37,031	77,805
Neil Boehm	14,873	11,000	20,364	12,191	58,428
Matt Chiodo	9,757	11,000	22,228	7,964	50,949

Grant of Plan-Based Awards

The following table discloses the actual number of restricted stock awards and stock options granted and the grant date of those awards. It also captures potential future payouts under the Company's non-equity and equity incentive plans.


Grants of Plan-Based Awards for 2016
Grants of Plan-Based Awards for 2018																Grants of Plan-Based Awards for 2018
Name	(1) Grant Date	(2) Estimated Future Payouts Under Non-Equity Incentive Plans						Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	(3) All Other Option Awards: Number of Securities Underlying Options (#)	(4) Exercise or Base Price of Option Awards ($/Sh)	(5) Grant Date Fair Value of Stock and Option Awards ($)		(1) Grant Date	(2) Estimated Future Payouts Under Non-Equity Incentive Plans						Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	(3) All Other Option Awards: Number of Securities Underlying Options (#)	(4) Exercise or Base Price of Option Awards ($/Sh)	(5) Grant Date Fair Value of Stock and Option Awards ($)
Name	(1) Grant Date	Thres-hold ($)		Target ($)		Maxi-mum ($)		Thres-hold (#)	Target (#)	Maxi-mum (#)			(4) Exercise or Base Price of Option Awards ($/Sh)	(5) Grant Date Fair Value of Stock and Option Awards ($)		(1) Grant Date	Thres-hold ($)		Target ($)		Maximum ($)		Thres-hold (#)	Target (#)	Maxi-mum (#)			(4) Exercise or Base Price of Option Awards ($/Sh)	(5) Grant Date Fair Value of Stock and Option Awards ($)
Fred Bauer	08/18/16	$	—	$	167,470	$	201,821	—	—	—	—	141,000	$17.97	$	698,184
Steve Downing	02/22/16	$	—	$	117,709	$	142,034	—	—	—	6,300	17,730	$14.70	$	155,393	02/15/18	$	325,000	$	650,000	$	1,300,000	—	—	—	68,000	101,000	$22.94	$	2,195,937
Kevin Nash	02/22/16	$	—	$	62,761	$	75,730	—	—	—	3,150	8,470	$14.70	$	76,298	02/15/18	$	127,500	$	255,000	$	510,000	—	—	—	8,000	27,000	$22.94	$	353,544
Scott Ryan	02/22/16	$	—	$	66,632	$	80,401	—	—	—	1,650	4,580	$14.70	$	40,473	02/15/18	$	118,125	$	236,250	$	472,500	—	—	—	8,000	25,000	$22.94	$	340,950
Joseph Matthews	02/22/16	$	—	$	48,449	$	58,461	—	—	—	2,570	5,300	$14.70	$	56,546
Neil Boehm																02/15/18	$	124,875	$	249,750	$	499,500				8,000	30,000	$22.94	$	372,436
Matt Chiodo																02/15/18	$	126,000	$	252,000	$	504,000				8,000	30,000	$22.94	$	372,436

(1) The Grant Date is the date when the Compensation Committee's recommendation was approved by the entire Board of Directors.

(2) ~~Estimated future payouts under the Company's Performance-Based Bonus Plan is based on the plan guidelines as approved by the Board of Directors as of February 16, 2017~~. Estimated "Target" payments are based on the Company achieving growth and performance metrics at the mid-point of its estimated 2017 public guidance as disclosed in the Company's Form 8-K on January 27, 2017. "Maximum" payments are based on the Company achieving growth and performance metrics at the top end of the range disclosed in the Form 8-K referenced in the previous sentence. Should the Company achieve growth above the top end of its guided range, or ifFor 2018, the Compensation Committee ~~exercises certain discretion it~~ has ~~under~~established ratios of 25% for the ~~Performance-Based Bonus Plan, "Maximum" payments could increase beyond what is shown in this table.~~named executive officers upon achievement of the threshold, 100% for the President and CEO and 75% for the other named executive officers upon achievement of the target, and another 100% for the named executive officers upon achievement of the maximum. At its February 2018 meeting, the Compensation Committee also established thresholds, targets, and maximums for the Revenue, Operating Income, and Earnings Per Diluted Share performance metrics.

(3) ~~The option grants for Messrs. Bauer, Downing~~, Nash, Ryan, and Matthews are seven-year options that become exercisable, as long as the employment with the Company continues, for 20 percent of the shares on each anniversary of the grant date commencing with the first anniversary of the grant date.

~~(4)~~ The exercise price was the average closing price of the stock as of the day when ~~the~~ Compensation Committee's recommendation was approved by the entire Board of Directors. The exercise price may be paid in cash, in shares of the Company's common stock, and/or by the surrender of the exercisable options valued at the difference between the exercise price and the market value of the underlying shares.

~~(5)~~(4) Stock option grant date fair values are based on the Black-Scholes option valuation model in accordance with FASB ASC Topic 718. Restricted stock awards represent the aggregate value at the date of grant for shares of common stock awarded under the Company’s Second Restricted Stock Plan. See the Company’s Annual Report (Footnote 5) for the year ended December 31, ~~2016,~~2018, for the assumptions made in the valuation of stock options.

Outstanding Equity Awards at Fiscal Year End

The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, ~~2016,~~2018, for the named executive officers. It also shows restricted stock awards not yet vested as of December 31, ~~2016.~~2018. The information contained in this table is based on the 2 for 1 common stock split effected as of December 31, 2014 in the form of a 100% stock dividend.



Outstanding Equity Awards at Fiscal Year-End at December 31, 2018
	Option Awards					Stock Awards
Name	(1) Number of Securities Underlying Unexercised Options (#) Exercisable	(1) Number of Securities Underlying Unexercised Options (#) Unexercis-able	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	(2) Option Exercise Price ($)	Option Expiration Date	(3) Number of Shares or Units of Stock That Have Not Vested (#)	(4) Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Steve Downing	5,000	—	—	8.64	27-Sep-2019	—	—	—	—
	16,200	—	—	12.80	30-Sep-2020	6,000	121,260	—	—
	—	—	—		16-Feb-2021	6,384	129,021	—	—
	—	—	—		22-Feb-2021	6,300	127,323	—	—
	18,000	4,500	—	13.39	30-Sep-2021	—	—	—	—
	—	—	—		15-Feb-2022	31,000	626,510	—	—
	—	—	—		16-Feb-2022	7,560	152,788	—	—
	6,752	6,752	—	15.50	30-Sep-2022	—	—	—	—
	—	—	—		15-Feb-2023	37,000	747,770	—	—
	7,092	10,638	—	14.70	22-Feb-2023	—	—	—	—
	—	101,000	—	22.94	15-Feb-2028	—	—	—	—
	53,044	122,890	—			94,244	1,904,672	—	—
Kevin Nash	—	—	—		30-Sep-2019	12,000	242,520	—	—
	—	—	—		30-Sep-2020	3,000	60,630	—	—
	—	—	—		16-Feb-2021	2,922	59,054	—	—
	—	—	—		22-Feb-2021	3,150	63,662	—	—
	2,932	2,932	—	13.39	30-Sep-2021	—	—	—	—
	—	—	—		15-Feb-2022	8,000	161,680	—	—
	—	—	—		16-Feb-2022	3,630	73,362	—	—
	1,612	3,224	—	15.50	30-Sep-2022	—	—	—	—
	1,694	5,082	—	14.70	22-Feb-2023	—	—	—	—
	—	27,000	—	22.94	15-Feb-2028	—	—	—	—
	6,238	38,238	—			32,702	660,908	—	—
Scott Ryan	8,320	—	—	18.31	30-Dec-2019	—	—	—	—
	—	—	—		31-Dec-2020	1,650	33,347	—	—
	—	—	—		16-Feb-2021	1,512	30,558	—	—
	—	—	—		22-Feb-2021	1,650	33,347	—	—
	—	—	—		15-Feb-2022	8,000	161,680	—	—
	—	—	—		16-Feb-2022	1,820	36,782	—	—
	2,748	1,832	—	16.01	31-Dec-2022	—	—	—	—
	1,832	2,748	—	14.70	22-Feb-2023	—	—	—	—
	—	25,000	—	22.94	15-Feb-2028	—	—	—	—
	12,900	29,580	—			14,632	295,714	—	—
Neil Boehm	2,686	—	—	15.41	28-Mar-2019	—	—	—	—
	—	—	—		29-Mar-2019	6,920	139,853	—	—
	—	—	—		30-Sep-2019	12,000	242,520	—	—
	4,230	1,410	—	18.30	31-Mar-2020	—	—	—	—
	—	—	—		31-Mar-2021	2,053	41,491	—	—
	—	—	—		15-Feb-2022	8,000	161,680	—	—
	—	—	—		31-Mar-2022	4,500	90,945	—	—
	2,484	3,726	—	15.69	31-Mar-2023	—	—	—	—
	—	30,000	—	22.94	15-Feb-2028	—	—	—	—
	9,400	35,136	—			33,473	676,489	—	—

Outstanding Equity Awards at Fiscal Year-End at December 31, 2016
Option Awards Stock Awards
Name
(1)
Number
of
Securities Underlying Unexercised Options
(#)
Exercisable
(1)
Number of Securities Underlying Unexercised Options
(#)
Unexercis-able
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
(2)
Option Exercise Price ($)
Option Expiration Date
(3)
Number of Shares or Units of Stock That Have Not Vested
(#)
(4)
Market Value of Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
Fred Bauer 239,400
—
—
9.12
12-Aug-2017 —
—
—
—
250,000
—
—
12.35
11-Aug-2018 —
—
—
—
200,000
50,000
—
9.12
16-Aug-2019 —
—
—
—
156,000
104,000
—
11.28
15-Aug-2020 —
—
—
—
104,000
156,000
—
14.69
20-Sep-2021 —
—
—
—
27,000
108,000
—
15.89
19-Aug-2022 —
—
—
—
—
141,000
—
17.97
17-Aug-2023 —
—
—
—
976,400
559,000
—
—
—
—
—
Steve Downing —
—
—
27-Sep-2017 8,000
165,440
—
—
—
—
—
27-Sep-2018 18,000
372,240
—
—
8,000
2,000
—
8.64
27-Sep-2019 —
—
—
—
10,800
7,200
—
12.80
30-Sep-2020 6,000
124,080
—
—
—
—
—
22-Feb-2021 6,300
130,284
—
—
9,000
13,500
—
13.39
30-Sep-2021 —
—
—
—
3,376
13,504
—
15.50
30-Sep-2022 —
—
—
—
—
17,730
—
14.70
22-Feb-2023 —
—
—
—
31,176
53,934
—

38,300
792,044
—
—
Kevin Nash —
—
—
27-Sep-2017 4,320
89,338
—
—
—
—
—
27-Sep-2018 6,000
124,080
—
—
—
3,330
—
12.80
30-Sep-2018 —
—
—
—
—
—
—
30-Sep-2019 12,000
248,160
—
—
—
—
—
30-Sep-2020 3,000
62,040
—
—
—
—
—
22-Feb-2021 3,150
65,142
—
—
2,932
8,796
—
13.39
30-Sep-2021 —
—
—
—
1,612
6,448
—
15.50
30-Sep-2022 —
—
—
—
—
8,470
—
14.70
22-Feb-2023 —
—
—
—
4,544
27,044
—
28,470
588,760
—
—
Scott Ryan 4,920
—
—
9.38
27-Dec-2017 —
—
—
—
5,414
1,806
—
16.42
30-Dec-2018 —
—
—
—
—
—
—
30-Dec-2018 3,000
62,040
—
—
4,160
4,160
—
18.31
30-Dec-2019 —
—
—
—
—
—
—
31-Dec-2020 1,650
34,122
—
—
—
—
—
22-Feb-2021 1,650
34,122
—
—
916
3,664
—
16.01
31-Dec-2022 —
—
—
—
—
4,580
—
14.70
22-Feb-2023 —
—
—
—
15,410
14,210
—
6,300
130,284
—
—
Joseph Matthews —
2,246
—
10.12
27-Mar-2018 —
—
—
—
—
—
—
27-Mar-2018 4,800
99,264
—
—
2,356
4,710
—
15.41
28-Mar-2019 —
—
—
—
—
—
—
30-Sep-2019 8,000
165,440
—
—
—
—
—
22-Feb-2021 2,570
53,148

990
3,960
—
18.30
31-Mar-2022 —
—
—
—
—
5,300
—
14.70
22-Feb-2023 —
—
—
—
3,346
16,216
—
15,370
317,852
—
—



Outstanding Equity Awards at Fiscal Year-End at December 31, 2018
Matt Chiodo	3,000	—	—	15.41	28-Mar-2019	—	—	—	—
	—	—	—		29-Mar-2019	4,000	80,840	—	—
	1,530	1,530	—	18.30	31-Mar-2020	—	—	—	—
	2,500	5,000	—	15.69	31-Mar-2021	—	—	—	—
	—	—	—		31-Mar-2021	3,151	63,682	—	—
	—	—	—		31-Mar-2021	3,700	74,777	—	—
	—	—	—		15-Feb-2022	8,000	161,680	—	—
	—	—	—		31-Mar-2022	5,700	115,197	—	—
	—	30,000	—	22.94	15-Feb-2028	—	—	—	—
	7,030	36,530	—			24,551	496,176	—	—

(1) These options become exercisable, as long as employment with the Company continues, for 20 percent ~~of the shares~~ on each anniversary of the grant date commencing with the first anniversary of the grant ~~date. Mr. Matthews has 6,956 five-year~~date for all grants prior to 2018. For option grants during 2018, options ~~that~~ become exercisable, as long as employment with the Company continues, for ~~25 percent of the shares~~25% on each anniversary of the grant date, ~~commencing~~ with ~~the first anniversary of the~~an expiration date ten years from grant date. ~~These options were granted to~~ Mr. ~~Matthews before he became an executive officer of the Company. Mr. Nash~~Ryan has ~~3,330~~8,320 five-year options that ~~become~~are fully exercisable as ~~long as employment with the Company continues, for 25 percent~~ of the shares on each anniversary of the grant date commencing with the first anniversary of the grant date. These options were granted to Mr. Nash before he became an executive officer of the Company. Mr. Ryan has 5,966 five-

year options that became exercisable, as long as employment with the Company continues, for 25 percent of the shares granted on each anniversary of the grant date commencing with the first anniversary of the grant date. These optionsDecember 31, 2018, and were granted to Mr. Ryan before he became ana named executive officer of the Company. Mr. Boehm has 8,326 five-year options of which 6,916 are fully exercisable as of December 31, 2018, and were granted to Mr. Boehm before he became a named executive officer of the Company. Mr. Chiodo has 13,560 five-year options of which 7,030 are fully exercisable as of December 31, 2018, and were granted to Mr. Chiodo before he became a named executive officer of the Company.

(2) The exercise price was the closing price of the stock on the date the Compensation Committee met to approve the option grants, or when the Compensation Committee's recommendation was approved by the entire Board of Directors. The exercise price may be paid in cash, in shares of the Company's common stock, and/or by the surrender of the exercisable options valued at the difference between the exercise price and the market value of the underlying shares.

(3) Assuming continued employment with the Company, restrictions on shares lapse upon the expiration of four or five years from the date of grant. Dividends are and will be paid on these shares if, and to the same extent, paid on the Company's common stock.


(4)	Represents the aggregate market value as of December 31, ~~2016,~~2018, for shares of common stock awarded under the Company's Second Restricted Stock Plan.

Option Exercises and Stock Vested

The following table contains information regarding the exercise of stock options during the fiscal year ended December 31, ~~2016,~~2018, by the following executive officers:


Option Exercises and Stock Vested for 2016
Option Exercises and Stock Vested for 2018					Option Exercises and Stock Vested for 2018
	Option Awards		Stock Awards		Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Fred Bauer	228,000	1,871,880	—	—
Steve Downing	8,820	45,306	—	—	—	—	18,000	388,620
Kevin Nash	12,622	65,394	—	—	7,874	77,444	6,000	129,540
Scott Ryan	4,726	13,375	—	—	7,220	52,306	3,000	59,520
Joseph Matthews	4,384	26,846	—	—
Neil Boehm					5,260	56,982	4,000	86,360
Matt Chiodo					9,996	55,894	—	—

The Company has not adopted any ~~long-term incentive plan,~~ defined benefit or actuarial plan, or non-qualified deferred compensation plan (though the Board of Directors has authorized such a plan), as those terms are defined in applicable laws, rules, and regulation promulgated by the ~~Securities and Exchange Commission.~~SEC. The Company does not have any contracts with its named executive officers linked to a change in control of the Company other than with respect to vesting certain restricted stock or stock option awards which provisions are applicable to all employees receiving such awards.

DIRECTOR COMPENSATION

The following table discloses the cash, stock option awards, and other compensation earned, paid, or awarded to each of the Company's directors during the fiscal year ~~2016.~~

(2) Immediately following each Annual Meeting of Shareholders non-employee directors are entitled to receive an option to purchase 7,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's stock on NASDAQ on that date. Each option has a term of ten years and becomes exercisable in full six months after the date of grant. For each outstanding stock option award, the value shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 (as opposed to what is included in the Company's financial statements). See the Company’s Annual Report (Footnote 5) for the years ended December 31, ~~2016, 2015,~~2018, 2017, and ~~2014~~2016 for the assumptions made in the valuation of stock options. For 2019, if the 2019 Omnibus Plan is approved by shareholders, after each Annual Meeting of Shareholders, non-employee directors will receive a grant of RS equal to $100,000 divided by the average closing price per share of the Company's Common Stock on the twenty (20) trading days preceding the date of grant of such RS and such RS will vest on the first anniversary of the grant.

(3) The Company also makes Company aircraft available to directors for personal use if such use does not conflict with any business purpose for the aircraft. The cost of the flight is calculated using the SIFL (Standard Industry Fare Level) rates published by the IRS in accordance with Treasury Regulation Section 1.61-21 (Taxation of fringe benefits).

The following table summarizes securities issued and to be issued under the Company’s equity compensation plans as of December 31, ~~2016:~~2018:

~~Compensation Committee Interlocks and~~

~~Insider Participation~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee, which includes Messrs. ~~Goode (Chairman)~~Schaum (Chair), ~~Schaum,~~Goode, and Wallace, is currently comprised solely of members of the Company’s Board of Directors who are independent under the applicable NASDAQ listing standards. The Compensation Committee is responsible for supervising the Company’s executive

compensation arrangements, including the making of decisions with respect to the award of stock-based incentives for executive officers.

CERTAIN TRANSACTIONS

The Audit Committee of the Company reviews and approves all related party transactions in accordance with its Charter. The Code of Business Conduct and Ethics requires directors, officers, and employees to report these types of matters. In addition, the Company uses questionnaires for its directors and officers annually in part to discover any unreported related-party transactions. The approval of the Audit Committee is required for related-party transactions.

Since 1978, prior to the time the Company became a publicly held corporation, the Company has leased a building that previously housed its main office, manufacturing and warehouse facilities, and currently houses production operations for the Company’s fire protection products. The lessor for that building is G & C Associates, a general partnership, and nearly all of the partnership interests in G & C Associates are held by persons related to Fred Bauer. The lease is a "net" lease, obligating the Company to pay all expenses for maintenance, taxes, and insurance, in addition to rent. During 2016, the rent paid to this partnership was $52,153, and the rent for the current fiscal year is the same (as it has been for a number of years). The Board of Directors believes that the terms of this lease are at least as favorable to the Company as could have been obtained from unrelated parties.

The Company is highly selective, and hires new employees based upon merit. Employees may also be eligible for certain other benefits which are similarly available on no less favorable terms to other employees of the Company at the same level and pay rate. Family members of any employee are not discouraged from seeking employment.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS – PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit fees include the annual audit of the Company’s consolidated financial statements, the audit of internal control over financial reporting, and timely quarterly reviews. Audit-Related fees principally consist of consultations concerning accounting matters associated with the annual audit, incremental consent filings, and other out-of-scope work. Tax fees principally consist of fees for tax advice. All non-audit services, including those indicated above, are pre-approved by the Audit Committee pursuant to the Revised Audit Committee Procedures for Approval of Audit and Non-audit Services by Independent Auditors, which is attached as Appendix A to this Proxy Statement.

The Audit Committee periodically evaluates the Company's independent auditor. The quality of the staff of Ernst & Young LLP, historical and current performance, expertise in the Company's industries, reasonableness of fees, and independence are all factors that went into the Audit Committee's decision to select Ernst & Young LLP as the Company's independent auditors. The audit engagement partner for the Company rotates every five years and the Audit Committee is involved in the selection of a new audit engagement partner. Although ratification of the independent auditors by the Company’s shareholders is not legally required, our Audit Committee and Board of Directors believes that submission of this matter to the shareholders follows sound business practice and is in the best interest of shareholders in the current environment. If the shareholders do not approve the selection of Ernst & Young LLP, the selection of such firm as our independent auditors will be reconsidered by the Audit Committee. Accordingly, you may vote on the following resolution at the ~~2016~~2019 Annual Meeting of Shareholders:

A representative of Ernst & Young LLP is expected to be present at the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement if they desire.

The Board of Directors unanimously recommends a vote FOR the ratification of Ernst & Young LLP to serve as the Company's independent auditors for fiscal year ended December 31, ~~2017.~~2019.

As described in the detail under the Compensation Discussion and Analysis, the Company's compensation system is ~~intended~~designed to ~~create~~balance short-term performance with long-term growth. Our compensation system must be competitive with compensation arrangements provided to executives at comparably sized companies with whom we compete for talent. We look to reward performance (with an increasing percentage of executive pay being performance based); emphasize long-term incentive compensation; drive ownership mentality; and ~~maintain an entrepreneurial culture; motivate employees~~attract, retain and reward the best talent to continue technical developments and improve customer satisfaction; and create and maintain teamwork. The Company’s base pay has, historically, been below market, in favor of incentive-based compensation. The Company believes that by emphasizing incentive compensation, the interests of our named executive officers (and all salaried employees) are aligned with the interests of our shareholders, while remaining appropriately structured so as not to encourage inappropriate risk taking.achieve desired results. Shareholders are encouraged to read the Compensation Discussion and Analysis, the Company compensation tables, and the related narrative disclosure.

In accordance with certain legislation, the Company is providing shareholders with an advisory (nonbinding) vote on compensation programs for named executive officers (sometimes referred to as "say-on-pay"). Accordingly, you may vote on the following resolution at the ~~2017~~2019 Annual Meeting of Shareholders:

This vote is non-binding. The Board of Directors and the Compensation Committee, which is comprised of independent directors, expect to take into account the outcome of this advisory vote when considering future executive compensation decisions, to the extent they can determine the cause or causes of any significant negative voting results.

The Board of Directors unanimously recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed pursuant to Item 402 of Resolution S-K, including Compensation Discussion and Analysis, compensation tables, and narrative disclosure.

~~ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

APPROVAL OF THE 2019 GENTEX CORPORATION OMNIBUS INCENTIVE PLAN



			No Evergreen Feature. The 2019 Omnibus Plan does not include an “evergreen” feature that would cause the number of authorized shares to automatically increase in future years.



			Conservative Share Reuse Provision. Shares subject to an award under the 2019 Omnibus Plan will not be available for reuse if such shares are tendered in payment of a stock option or delivered or withheld to satisfy any tax withholding obligation.



			Minimum Vesting Period. Awards granted must have a vesting period of at least twelve months, with the exception that up to 5% of the share reserve may have a shorter vesting period.



			Repricings and Exchanges Prohibited. The 2019 Omnibus Plan prohibits the repurchase, cancellation and exchange of out-of-the-money outstanding Options or ARs for consideration.



			Discount Options and ARs Prohibited. All Options and ARs must have an exercise price equal to or greater than the fair market value of our common stock on the date the Option or AR is granted.



			Double Trigger Change-in-Control Provisions. The change-in-control provisions under the 2019 Omnibus Plan provide an appropriate definition of a change-in-control and for acceleration of vesting in the event of a change in control only if the 2019 Omnibus Plan does not become an obligation of the successor entity or the participant incurs a termination of service without cause or for good reason following the change in control.



			No Dividends on Unearned PSAs. The 2019 Omnibus Plan prohibits the current payment of dividends or dividend equivalents on unearned PSAs subject to performance conditions.

A summary of the 2019 Omnibus Plan is set forth below. This summary is qualified in its entirety by reference to the full text of the 2019 Omnibus Plan, which is attached as Appendix B.

General Plan Information. The 2019 Omnibus Plan is intended to permit the grant of Options (both ISOs, NQSOs or a combination of both), ARs, RS, RSUs, Performance Awards and Other Awards. All Awards granted under the 2019 Omnibus Plan will be governed by separate written or electronic agreements or other evidence of award between the Company ~~is providing shareholders~~and each participant. The evidence of award will specify the terms and conditions of the Award. No right or interest of a participant in any Award will be subject to any lien, obligation or liability of the participant. The laws of the State of Michigan govern the 2019 Omnibus Plan and any Awards granted thereunder.

Administration. We will bear all expenses of administering the 2019 Omnibus Plan. Our Compensation Committee will administer the 2019 Omnibus Plan and have the authority to grant Awards to participants upon such terms and conditions (not inconsistent with ~~an advisory vote on whether an advisory vote on named executive officer compensation should~~the provisions of the 2019 Omnibus Plan) as may be ~~held every~~considered appropriate. The interpretation and construction by the Compensation Committee of any provision of the 2019 Omnibus Plan or of any evidence of award, and any determination by the Compensation Committee pursuant to any provision of the 2019 Omnibus Plan or of any evidence of award, are considered final and conclusive. To the extent permitted by law as well as limits under the 2019 Omnibus Plan, the Board of Directors or the Compensation Committee, as applicable, may, from time to time, delegate to one ~~two,~~ or ~~three years.~~more of its members or to one or more officers of the Company, or to one or more agents or advisors, administrative duties or powers as it may deem advisable, and the Board of Directors, the Compensation Committee or any person to whom duties or powers have been delegated, may utilize third parties to provide advice with respect to any responsibility the Board of Directors or the Compensation Committee or such person may have under the 2019 Omnibus Plan. The Board of Directors ~~intends~~or the Compensation Committee may, to ~~carefully~~the extent permitted, authorize one or more of our executive officers, including our President and CEO, to do one or both of the following on the same basis as the Compensation Committee: (i) designate participants to be recipients of Awards; and (ii) determine the size of any such Awards. The authorized officer(s) are required to report periodically to the Compensation Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated. This authority may not be delegated with respect to Awards to any executive officer, director or owner of more than 10% of the Company’s equity securities.

Eligibility for Participation. Any of our employees, employees of our subsidiaries and non-employee members of our Board of Directors are eligible to receive an Award under the 2019 Omnibus Plan. ISOs, however, may only be granted to employees of the Company or as otherwise permitted by law. Because the 2019 Omnibus Plan provides for broad discretion in selecting participants and in making Awards, the total number of persons who will participate in the 2019 Omnibus Plan and the benefits that will be provided to the participants cannot be determined at this time.

Shares Available for Issuance Under the 2019 Omnibus Plan. Subject to adjustment as provided in the 2019 Omnibus Plan, the number of shares of our common stock reserved for issuance under the 2019

Omnibus Plan is 45,000,000 ("Available Common Shares") plus any shares related to Awards(including Full Value Awards) under the 2019 Omnibus Plan that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, or are settled in cash in lieu of shares, will be available again for grant under the 2019 Omnibus Plan. PSA's, RS, or any other Awards granted with a per share price of less than 100% of the Market Value per Share as determined for such Award (i.e. Full Value Awards) shall be counted against the Available Common Shares as 4.06 shares for every one share of Common Stock subject thereto. Options and AR's with a per share price of at least 100% of the Market Value per Share as determined for such Award shall be counted against the Available Common Shares as one share for every one share of Common Stock subject thereto. Notwithstanding the foregoing, (x) upon the exercise of a stock-settled stock appreciation right or net-settled option granted under the 2019 Omnibus Plan, the number of shares subject to the Award (or portion of the Award) that is then being exercised will be counted against the maximum aggregate number of shares that may be issued under the 2019 Omnibus Plan as provided above, regardless of the actual number of shares issued upon exercise and (y) any shares withheld (or, with respect to RS, returned) in satisfaction of tax withholding obligations will be counted as shares issued.

The number of shares of common stock actually issued or transferred by the Company upon the exercise of ISOs will not exceed 2,000,000. In addition, during any performance period no participant will be granted Options and ARs and other Awards with rights which are substantially similar to Options or ARs, in the aggregate, for more than 1,000,000 shares of common stock. Further, during any performance period no participant will be granted performance vesting RS or RSUs or stock-denominated Performance Shares or Other Awards with rights which are substantially similar to Performance Shares for more than 1,000,000 shares of common stock. During any performance period no participant will be granted Performance Units or cash-denominated Other Awards with rights which are substantially similar to Performance Units pursuant to which the Participant can receive, in the aggregate, more than $10,000,000. During any calendar year, no Participant who is a non-employee director shall be granted overall compensation in excess of $500,000. Any Awards granted by the Company in substitution for Awards granted by companies acquired by the Company (Substitute Awards) will not reduce the shares of common stock available for Awards under the 2019 Omnibus Plan.

Description of Awards Under the 2019 Omnibus Plan.

Stock Options. Our Board of Directors or Compensation Committee may award ISOs, which are intended to comply with Section 422 of the Code, NQSOs, which are not intended to comply with Section 422 of the Code or a combination of both. An evidence of award will be given to a participant who receives a grant and will set forth: i) the number of shares granted; ii) the exercise price, which may not be less than the fair market value of the underlying shares of common stock on the date the Option is granted; iii) the method by which the exercise price is payable; iv) the conditions to become exercisable (including without limitation the attainment of performance objectives) and the period(s) for which they will remain exercisable and v) such other terms as the Compensation Committee or an authorized officer may approve, including without limitation provisions under which some portion or all of the Options or proceeds attributable to them may be subject to recoupment in circumstances of conduct deemed detrimental to the Company.

Successive grants may be made to the same participant whether or not any previous grants remain unexercised. Options must provide for a minimum vesting period of twelve months from the date of grant, with the exception that up to 5% of the share reserve may have a shorter vesting period. Any grant may provide for the earlier exercise or other modifications in the event of specified terminations of the participant’s employment or service, a change in control, an unforeseeable emergency, the grant of a Substitute Award or other special circumstances. The exercise of an Option will result in the cancellation on a share-for-share basis of any related tandem appreciation right authorized. No Option granted will be exercisable for more than ten years from the date it was granted. Except as provided in an evidence of award, in the event of a participant’s termination of employment or service, any Options that have not vested as of the termination date will be cancelled and immediately forfeited, without further action on the part of the Company or the Compensation Committee, and the participant will have no further rights in respect of such grant. In no event may an Option be repurchased or cancelled in exchange for cash or other consideration at a time when the exercise price exceeds the fair market value of the shares of common stock.

Appreciation Rights. The Board of Directors or the Compensation Committee may grant: i) tandem ARs with Options; or ii) freestanding ARs unrelated to Options. A tandem AR gives the participant holding an associated Option a right, exercisable by the surrender of the Option, to receive an amount determined by the Board of Directors, the Compensation Committee or an authorized officer, which is a percentage of the spread on the related Option (not exceeding 100%) at the time of exercise. Tandem ARs may be granted at

any time prior to the exercise or termination of the related Option, although a tandem AR awarded in relation to an ISO must be granted concurrently with the ISO. Free-standing ARs grant the participant the right to receive an amount determined by the Board of Directors, the Compensation Committee or an authorized officer, which is a percentage of the spread (not exceeding 100%) at the time of exercise.

An evidence of award will be given to a participant who receives a grant and will set forth: i) the number of shares of common stock to which it pertains; ii) the percentage of the spread (not exceeding 100%) payable at the time of exercise and whether such amount will be paid in cash, in shares of common stock or a combination; iii) the conditions to become exercisable (including without limitation the attainment of performance objectives) and the exercise period; and iv) such other terms as the Compensation Committee or authorized officer may approve, including without limitation provisions under which some portion or all of the ARs or proceeds attributable to them may be subject to recoupment in circumstances of conduct deemed detrimental to the Company.

ARs must provide for a minimum vesting period of twelve months from the date of grant, with the exception that up to 5% of the share reserve may have a shorter vesting period. A grant may provide for an earlier exercise or other modifications in the event of specified terminations of the participant’s employment or service, a change in control, an unforeseeable emergency, the grant of a Substitute Award or other special circumstances. Except as provided in an evidence of award, in the event of a participant’s termination of employment or service, any ARs that have not vested as of the participant’s termination date will be cancelled and immediately forfeited, without further action on the part of the Company or the Compensation Committee, and the participant will have no further rights in respect of such grant.

A grant of tandem ARs will provide that such grant may be exercised only at a time when the related Option is also exercisable and at a time when the spread is positive, and by surrender of the related option for cancellation. Successive grants of tandem ARs may be made to the same participant regardless of whether any previous grants remain unexercised.

With respect to free-standing ARs only: i) each grant will specify a base price which may not be less than the market value per share on the grant date; ii) successive grants may be made regardless of whether any previous grant(s) remain unexercised; and iii) no grant may be exercised more than ten years from the grant date. In no event may an AR be repurchased or cancelled in exchange for cash or other consideration at a time when the exercise price exceeds the fair market value of the shares of common stock.

Restricted Stock. The Board of Directors, the Compensation Committee or an authorized officer may grant RS. Each grant constitutes an immediate transfer of ownership of shares of the Company common stock entitling the participant to voting, certain dividend and other ownership rights, subject to a substantial risk of forfeiture and restrictions on transfer pending lapse of the forfeiture risk.

An evidence of award will be given to a participant who receives a grant and will set forth: i) the number of shares of common stock to which it pertains; ii) any restrictions on transfer and forfeitability provisions; iii) the conditions under which restrictions on transfer and forfeitability provisions will lapse, including without limitation upon the attainment of performance objectives; and (iv) such other terms the Compensation Committee or an authorized officer may approve, including without limitation provisions under which some portion or all of the RS or proceeds attributable to it may be subject to recoupment in circumstances of conduct deemed detrimental to the Company.

RS must provide for a minimum vesting period of twelve months from the date of grant, with the exception that up to 5% of the share reserve may have a shorter vested period. A grant may provide for the earlier lapse of restrictions or other modifications in the event of terminations of employment or service, a change in control, an unforeseeable emergency, the grant of a Substitute Award or other special circumstances. Except as otherwise provided in an evidence of award, in the event of a participant’s termination of employment or service, any RS that has not yet become free of restrictions will be immediately forfeited, without further action on the part of the Company or the Compensation Committee, and the participant will have no further rights in respect of such grant. A grant may require that any or all dividends or other distributions paid during the period of such restrictions be automatically deferred and/or reinvested in additional shares of RS (which may be subject to the same restrictions as the underlying Award) or be paid in cash on a deferred or contingent basis (subject to any restrictions on performance-based Awards).

Restricted Stock Units. The Compensation Committee or an authorized officer may grant RSUs. A grant will constitute the agreement by the Company to deliver shares of its common stock or cash to the participant

in the future in consideration of the performance of services. An evidence of award will be given to a participant who receives a grant and will set forth: i) the number of shares of common stock to which it pertains; ii) the conditions for the RSUs or installments to vest (including without limitation the attainment of performance objectives); iii) form of payment and time(s) payable; and iv) such other terms as the Compensation Committee or authorized officer may approve, including without limitation provisions under which some portion or all of an RSU or proceeds attributable to it may be subject to recoupment in circumstances of conduct deemed detrimental to the Company.

During the restriction period, no participant will have the rights of a shareholder of any shares of common stock, but the Compensation Committee or an authorized officer may authorize the payment of dividend equivalents on such RSUs on either a current, deferred or contingent basis, either in cash or in additional shares of common stock (subject to any restrictions on performance-based Awards). RSUs must provide for a minimum vesting period of twelve months from the date of grant, with the exception that up to 5% of the share reserve may have a shorter vesting period. A grant of RSUs may provide for the earlier lapse of restrictions or other modifications in the event of specified terminations of the participant’s employment or service, a change in control, an unforeseeable emergency, the grant of a Substitute Award or other special circumstances. Except as otherwise provided in an evidence of award, in the event of a participant’s termination of employment or service, any RSU that has not yet become vested will be immediately forfeited without further action on the part of the Company or the Compensation Committee, and the participant will have no further rights in respect of such grant.

Performance Shares and Performance Units. The Compensation Committee or an authorized officer may grant PSAs and Performance Units that will become payable upon achievement of specified performance objectives during performance periods. An evidence of award will be given to a participant who receives a grant and will set forth: i) the number of units or shares of common stock to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors; ii) the conditions for the Performance Awards or installments to vest; iii) form of payment; and iv) such other terms as the Compensation Committee or authorized officer may approve, including without limitation provisions under which some portion or all of the Performance Awards or proceeds attributable thereto may be subject to recoupment in circumstances of conduct deemed detrimental to the Company.

Performance Awards must provide for a minimum vesting period of twelve months from the date of grant, with the exception that up to 5% of the share reserve may have a shorter vesting period. A grant of Performance Awards may provide for the earlier lapse of restrictions or other modifications in the event of specified terminations of employment or service, a change in control, an unforeseeable emergency, the grant of a Substitute Award or other special circumstances. Except as provided in an evidence of award, in the event of a termination of employment or service, any Performance Award that has not yet become vested will be immediately forfeited, without further action, and the participant will have no further rights in respect of such grant. During the performance period, the participant will have none of the rights of a shareholder with respect to Performance Shares, but the Compensation Committee or authorized officer may authorize the payment of dividend equivalents on Performance Shares on either a current, deferred or contingent basis, either in cash or in additional shares of common stock (subject to any restrictions on performance-based Awards).

Other Awards. The Compensation Committee or an authorized officer may authorize grants of other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to: i) shares of the Company common stock or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of common stock, purchase rights for shares of common stock, awards with value and payment contingent upon performance of the Company or any other factors designated by the Compensation Committee or authorized officer, and awards valued by reference to the book value of shares of common stock or the value of securities of, or the performance of specified subsidiaries or affiliates or other business units of, the Company; ii) cash; or iii) any combination of the foregoing, including without limitation grants of cash or shares of common stock as a bonus or in lieu of obligations of the Company to pay cash or deliver other property under the 2019 Omnibus Plan or under other plans or compensatory arrangements, all subject to such terms determined by the Board of Directors, the Compensation Committee or authorized officer.

An evidence of award will be given to a participant who receives a grant and will set forth: i) the number of shares of common stock and/or the amount of cash to which it pertains; ii) the conditions for the Other

Award or installments to vest (including without limitation the attainment of performance objectives); iii) the form of payment; and iv) such other terms as the Board of Directors, the Compensation Committee or authorized officer may approve, including without limitation provisions under which some portion or all of the Other Award or proceeds attributable thereto may be subject to recoupment in circumstances of conduct deemed detrimental to the Company. Other Awards must provide for a minimum vesting period of twelve months from the date of grant, with the exception that up to 5% of the share reserve may have a shorter vesting period. A grant of an Other Award may provide for the earlier lapse of restrictions or other modifications in the event of specified terminations of employment or service, a change in control, an unforeseeable emergency, the grant of a Substitute Award or other special circumstances. Except as provided in an evidence of award, in the event of termination of employment or service, any Other Award that has not yet become vested will be immediately forfeited, without further action on the part of the Company or the Compensation Committee, and the participant will have no further rights in respect of such grant.

Awards to Non-Employee Directors. The Board of Directors may from time to time grant Awards to non-employee directors upon the terms and conditions otherwise applicable to the grants of Awards under the 2019 Omnibus Plan. If a non-employee director subsequently becomes an employee of the Company while remaining a member of the Board of Directors, any Award held by such individual at the time will not be affected.

Performance Measures. The Board of Directors or the Compensation Committee may grant Awards under the 2019 Omnibus Plan subject to the attainment of measurable performance objectives. Performance objectives may be described in terms of the Company-wide objectives or objectives that are related to such other performance including that related to the performance of the individual participant. Performance objectives may be made relative to the performance of other companies or an index covering multiple companies.

The Compensation Committee at any time may exclude the impact on performance of charges for restructuring, acquisitions, divestitures, discontinued operations, extraordinary items, and other unusual or non-recurring items and the cumulative effects of changes in tax law or accounting principles, as such are defined by generally accepted accounting principles or the SEC and as identified in the Company’s audited financial statements, notes to such financial statements or management’s discussion and analysis in the Company’s annual report or other filings with the SEC. With respect to any grant under the 2019 Omnibus Plan, if the Compensation Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the performance objectives unsuitable, the Compensation Committee may in its discretion modify such performance objectives or the related minimum acceptable level or levels of achievement, in whole or in part, as the Compensation Committee deems appropriate and equitable.

Subject to the individual and other 2019 Omnibus Plan limits described above, the number of performance-based Awards granted to any participant in any year is determined by the Compensation Committee in its sole discretion. The Compensation Committee may reduce, but not increase, the value of a performance-based Award.

Adjustments. The Board of Directors shall make or provide for adjustments in the numbers of shares of common stock covered by outstanding Options, ARs, RSUs, Performance Awards and Other Awards, in the option price and base price provided in outstanding Options and ARs, and in the kind of shares covered thereby, as equitably required to prevent dilution or enlargement of the rights of participant that otherwise would result from: (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company; (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities; or (c) any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Compensation Committee, in its discretion, may provide in substitution for any or all outstanding Awards alternative consideration (including cash), if any, as it may determine, in good faith, to be equitable in the circumstances and may require the surrender of all Awards to be replaced. The Board of Directors or the Compensation Committee also will make or provide for adjustments in the numbers of shares as is appropriate to reflect any transaction or event described above.

Change in Control. In the event of a “Change in Control” (as defined in the 2019 Omnibus Plan), except as otherwise provided in an evidence of award or by the Compensation Committee on the grant date, to the extent outstanding Awards granted under the 2019 Omnibus Plan are not assumed, converted or replaced

by the resulting entity or its direct or indirect parent, all outstanding Awards that may be exercised will become fully exercisable, all restrictions with respect to outstanding Awards will lapse and become vested and non-forfeitable, and any specified performance objectives with respect to outstanding Awards will be deemed to be satisfied at target.

Except as otherwise provided in an evidence of award or by the Compensation Committee, to the extent outstanding Awards granted are assumed, converted or replaced by the resulting entity or its direct or indirect parent in the event of a Change in Control, any outstanding Awards that are subject to performance objectives will be converted by the resulting entity or its direct or indirect parent, based on whether target performance had been achieved as of the date of the Change in Control, and each Award of: (i) PSAs or Performance Units will continue to vest during the remaining performance period; (ii) RS will remain subject to the otherwise applicable vesting conditions during the remaining vesting period; (iii) RSUs will remain subject to the applicable vesting conditions during the restriction period; and (iv) all other Awards will remain subject to the applicable vesting conditions during the remaining vesting period, if any.

Except as otherwise provided in an evidence of award or by the Compensation Committee, to the extent outstanding Awards granted are either assumed, converted or replaced by the resulting entity or its direct or indirect parent in the event of a Change in Control, if a participant’s service is terminated without cause by the Company or the resulting entity or a participant resigns his or her employment for good reason (as those terms are defined in his or her employment agreement as applicable and otherwise in an evidence of award), in either case, all outstanding Awards held by the participant that may be exercised will become exercisable and restrictions with respect to outstanding Awards will lapse and become vested and non-forfeitable as set forth in an evidence of award.

The Board of Directors in its discretion, at or after a grant date, may: (i) provide for the cancellation of each outstanding and unexercised Option or AR with an option or base price, less than the highest price per share of common stock paid for a share of common stock in the Change in Control (or, if less, the market value per share at the time of cancellation to the extent required to avoid imposition of a tax under Section 409A of the Code) (such amount the “Transaction Consideration”) in exchange for a cash payment to be made at the same time as payment is made to holders of common stock in connection with the Change in Control in an amount equal to the amount by which the Transaction Consideration exceeds the option or base price, as applicable, multiplied by the number of shares of common stock granted under the Option or AR; and (ii) provide for the cancellation of each outstanding and unexercised Option or AR with an option or base price, as applicable, equal to or more than the Transaction Consideration without any payment to the holder of such Option or AR, as applicable.

Non-U.S. Participants. The Board of Directors or the Compensation Committee may provide for special terms for Awards to participants who are employed by the Company or its subsidiaries outside of the United States of America, as the Board of Directors or the Compensation Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the ~~shareholder vote~~Board of Directors or the Compensation Committee may approve supplements to or amendments, restatements or alternative versions of the 2019 Omnibus Plan as it may consider necessary or appropriate for such purposes. No special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of the 2019 Omnibus Plan as then in effect unless such revisions are permitted without further approval by the shareholders of the Company.

Transferability. Except as otherwise determined by the Board of Directors or the Compensation Committee, no Award or dividend equivalents paid may be transferable by a participant except by will or the laws of descent and distribution, and may be otherwise transferred in a manner that protects the interest of the Company as the Board of Directors or the Compensation Committee may determine. If approved by the Board of Directors or the Compensation Committee, each participant may, in a manner established by the Board of Directors or the Compensation Committee, designate a beneficiary to exercise the rights of the participant with respect to any Award upon the death of the participant and to receive shares of common stock or other property issued upon such exercise.

The Board of Directors, the Compensation Committee or an authorized officer may specify on ~~this proposal, but~~the grant date that part or all of the shares of common stock that are: (i) to be issued or transferred by the Company upon the exercise of an Option or ARs, upon the termination of the restriction period applicable to RSUs or upon payment under any grant of Performance Shares or Performance Units; or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer, will be subject to further restrictions on transfer.

The Board of Directors or the Compensation Committee may determine that Awards (other than ISOs) may be transferable by a participant, without payment of consideration by the transferee, only to any one or more family members of the participant. No transfer will be effective unless reasonable prior notice is delivered to the Company and the transfer is affected in accordance with any terms and conditions that were made applicable. Any transferee will be subject to the same terms and conditions as the participant.

Options. A participant will not recognize income for federal income tax purposes when ISOs are granted or timely exercised. If the participant disposes of shares acquired by exercise of an ISO either before the expiration of two years from the date the Options are granted or within one year after the issuance of shares upon exercise of the ISO, the participant will recognize in the year of disposition: (a) ordinary income, to the extent the lesser of either (1) the fair market value of the shares on the date of Option exercise, or (2) the amount realized on disposition, exceeds the Option exercise price; and (b) capital gain, to the extent the amount realized on disposition exceeds the sum of the exercise price paid and any ~~recommendation~~ordinary income recognized by the participant. If the shares are sold after expiration of these holding periods, the participant generally will recognize capital gain or loss equal to the difference between the amount realized on disposition and the Option exercise price.

Exercise of an ISO will be timely if made during its term and if the participant remains employed at all times during the period beginning on the date of grant of the ISO and ending on the date three months before the date of exercise (or one year before the date of exercise in the case of a disabled participant). Exercise of an ISO will also be timely if made by the legal representative of a participant who dies while employed or within three months after termination of employment. The tax consequences of an untimely exercise of an ISO will be determined in accordance with the rules applicable to NQSOs discussed below.

The exercise of an ISO may result in alternative minimum tax liability. The excess of the fair market value of the shares purchased on exercise of an ISO over the exercise price paid for such shares is considered alternative minimum taxable income for alternative minimum tax purposes.

With respect to NQSOs, the participant will recognize no income upon grant of the Option, and, upon exercise, will recognize ordinary income to the extent of the excess of the fair market value of the shares on the date of Option exercise over the Option exercise price. Upon a subsequent disposition of the shares received from the exercise of an NQSO, the participant generally will recognize capital gain or loss to the extent of the difference between the fair market value of the shares at the time of exercise and the amount realized on the disposition.

Appreciation Rights. The recipient of a grant of ARs will not realize taxable income on the date of the grant. Upon the exercise of ARs, the recipient will realize ordinary income equal to the amount of cash or the fair market value of stock received.

Restricted Stock. A participant holding RS will, at the time the shares vest, realize ordinary income in an amount equal to the fair market value of the shares and any cash received at the time of vesting. Any dividends paid to the participant on the RS during the restriction period will generally be ordinary income to the participant.

Restricted Stock Units and Performance Awards. A participant holding RSUs or Performance Awards will, at the time the RSUs or Performance Awards become payable, realize ordinary income in an amount equal to the fair market value of the shares and any cash received.

Other Awards. The tax consequences of Other Awards will depend upon the terms and conditions of such Awards as ~~there~~determined by the Board of Directors or the Compensation Committee. A participant holding Other Awards, however, will generally realize ordinary income in an amount equal to the fair market value of the shares or cash received at the time of payment of shares or cash.

Federal Tax Consequences to the Company. In general, we will receive an income tax deduction at the same time and in the same amount as the amount which is taxable to the employee as ordinary income, except to the extent prohibited by Section 162(m). To the extent a participant realizes capital gains, as described above, we will not be entitled to any corresponding deduction for federal income tax purposes.

Dividends and Dividend Equivalents. The Compensation Committee may provide the participant as part of an Award with dividends or dividend equivalents, payable in cash, shares of common stock, other securities, other Awards, or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee, provided , that no dividends or dividend equivalents shall be payable in respect of outstanding: (i) Options or ARs; or (ii) unearned Performance Awards or other unearned Awards subject to performance objectives.

Award Deferral and Compliance with Section 409A of the Code. The Compensation Committee may permit participants to elect to defer the issuance of stock or the settlement of Awards in cash (other than with respect to Options or ARs) pursuant to such rules, procedures or programs as it may establish. The Compensation Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts, provided that no dividend equivalents shall be payable in respect of outstanding Options or unearned Performance Awards or other unearned Awards subject to performance conditions. It, however, is intended that any grants made will be exempt from Section 409A of the Code or are ~~advantages~~structured in a manner that would not cause a participant to be subject to taxes and ~~disadvantages~~interest pursuant to Section 409A of the Code.

Effective Date. Though Awards may be made under the 2019 Omnibus Plan prior to shareholder approval as described herein, such Awards and the 2019 Omnibus Plan will only be effective as of the date it is approved by the shareholders. The 2019 Omnibus Incentive Plan will terminate on ~~more frequent~~the tenth anniversary of shareholder approval unless earlier terminated in accordance with its provisions. Awards outstanding as of the date of termination of the 2019 Omnibus Plan will not be affected or ~~less frequent votes.~~impaired by the termination.

Amendments and Termination. The 2019 Omnibus Plan and any Award may be amended, suspended or terminated at any time by the Board of Directors, provided no amendment is permitted without shareholder approval if shareholder approval is required in order to comply with applicable law or the rules of the NASDAQ or any other securities exchange on which our common stock is traded or quoted. Except as otherwise permitted, no termination, suspension or amendment of the 2019 Omnibus Plan or any Award will adversely affect the right of any participant with respect to any Award granted, as determined by the Board of Directors or the Compensation Committee, without a participant’s written consent.

Substitute Awards for Awards Granted by Other Entities. Substitute Awards may be granted for grants or awards held by employees of a company or entity who become the Company employees as a result of the acquisition, merger or consolidation of the employer company by or with the Company. Except as otherwise provided by applicable law and notwithstanding anything in the 2019 Omnibus Plan to the contrary, the terms, provisions and benefits of the Substitute Awards grant may vary from those set forth in or required or authorized by the 2019 Omnibus Plan to such extent as the Compensation Committee at the time of the grant may deem appropriate to conform, in whole or part, to the terms, provisions and benefits of grants or awards in substitution for which they are granted.

~~The Proxy Card provides shareholders~~Additional Information Regarding New Plan Benefits. Other than the Long-Term Incentive Plan and as otherwise described in the "Compensation Discussion and Analysis" with respect to officers and non-employee directors, we do not have any current proposals, plans or arrangements, written or otherwise, to grant any specific Awards under the ~~opportunity~~2019 Omnibus Plan to ~~choose among four options (holding the vote every one, two,~~any executive officers, other employees or ~~three years, or abstaining)~~

~~Although this advisory vote on the frequency~~non-employee directors of the ~~say-on-pay is nonbinding,~~Company. Accordingly, future Awards under the 2019 Omnibus Plan to NEOs, officers, other employees and non-employee directors are not readily determinable at this time, as such awards remain in the discretion fo the Board of Directors and the Compensation ~~Committee will, as indicated, take into account~~Committee. Reference is made to the ~~outcome~~tables captioned “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” and “Option Exercises and Stock Vested” in this Proxy Statement for detailed information on incentive awards granted and the exercise of stock options by certain executive officers under the Prior Plans during the three most recent fiscal years.

Market Price of the ~~vote when considering~~Common Stock. As of March 1, 2019, the ~~frequency~~fair market value of ~~future advisory votes~~our common stock was $20.50 per share, based on ~~named executive officer compensation.~~the closing price of the common stock as reported by NASDAQ.

~~Accordingly,~~In accordance with the foregoing, you may vote on the following resolution at the ~~2017~~2019 Annual Meeting of Shareholders:

RESOLVED, that the ~~shareholders wish~~Gentex Corporation 2019 Omnibus Incentive Plan is hereby APPROVED.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Any proposal of a shareholder intended to be presented at the ~~2018~~2020 Annual Meeting of the Company must be received by the Company at its headquarters, c/o Corporate Secretary’s Office, 600 North Centennial Street, Zeeland, Michigan 49464, no later than December ~~9, 2017,~~8, 2019, if the shareholder wishes the proposal to be included in the Company’s Proxy Statement relating to that meeting. In addition, the Company’s Bylaws contain certain notice and procedural requirements applicable to shareholder proposals, irrespective of whether the proposal is to be included in the Company’s Proxy materials. To be timely, such a shareholder's notice must be delivered, or mailed and received at, the Company's headquarters as set forth in the Company’s Bylaws. A copy of the Company’s Bylaws is filed with the Securities and Exchange Commission and can be obtained from the Public Reference Section of the Commission or the Company.

The Company’s Annual Report to Shareholders, including financial statements, is being delivered to shareholders with this Proxy Statement.

Management is not aware of any matters to be presented for action at the Annual Meeting other than as set forth in this Proxy Statement. If other business should come before the meeting, it is the intention of the persons named as Proxy holders in the accompanying Proxy to vote the shares in accordance with their judgment. Discretionary authority to do so is included in the Proxy.

The cost of the solicitation of Proxies will be borne by the Company. In addition to the use of the mail and e-mail, Proxies may be solicited personally or by telephone or facsimile by a few regular employees of the Company without additional compensation. The Company has not retained any third party to help solicit proxies but reserves the right to do so. In addition, the Company will reimburse brokers, nominees, custodians, and other fiduciaries for their expenses in connection with sending Proxy materials to registered and beneficial owners and obtaining their Proxies.

Shareholders are urged to promptly vote your shares either on the Internet (preferred method), via telephone, or by dating, signing, and returning the accompanying Proxy in the enclosed envelope.

April ~~3, 2017~~2, 2019

The following procedure is adopted by the Audit Committee relating to the approval of audit and non-audit services provided by the Company’s independent auditors.


	2016		2015		2014		2018		2017		2016
Net Sales	$	1,678,925	$	1,543,618	$	1,375,501	$	1,834,064	$	1,794,873	$	1,678,925
Operating Income	$	511,743	$	458,766	$	398,834	$	508,126	$	523,358	$	511,743
Net Income	$	347,591	$	318,470	$	288,605	$	437,883	$	406,792	$	347,591
Earnings Per Share (Fully Diluted)	$	1.19	$	1.08	$	0.98	$	1.62	$	1.41	$	1.19
Cash Dividends Declared Per Common Share	$	0.36	$	0.34	$	0.31	$	0.44	$	0.39	$	0.36
Total Assets	$	2,309,620	$	2,148,673	$	2,022,540	$	2,085,434	$	2,352,054	$	2,309,620
Long-Term Debt Outstanding at Year End	$	178,125	$	225,625	$	258,125	$	—	$	—	$	178,125


Name of Beneficial Owner	Amount and Nature of Ownership		Percent of Class	Amount and Nature of Ownership		Percent of Class
Name of Beneficial Owner	Shares Beneficially Owned (1)	Exercisable Options (2)	Percent of Class	Shares Beneficially Owned (1)	Exercisable Options (2)	Percent of Class
Fred Bauer	6,508,128	976,400	2.3%
Neil Boehm				57,063	16,866	*
Leslie Brown	10,000	7,000	*	24,000	21,000	*
Matthew Chiodo				47,014	15,560	*
Steve Downing	79,615	31,176	*	201,278	81,840	*
Gary Goode	104,000	88,000	*	106,000	90,000	*
Pete Hoekstra	48,000 ⁽³⁾	40,000	*
James Hollars	64,904	28,000	*	92,804	42,000	*
Joe Matthews	18,716	3,346	*
John Mulder	147,104 ⁽⁴⁾	40,000	*
John Mulder ⁽³⁾				109,304	28,000	*
Kevin Nash	35,052	1,694	*	53,080	14,682	*
Scott Ryan	25,054	15,410	*	47,412	22,804	*
Richard Schaum	68,000	64,000	*	80,000	71,000	*
Frederick Sotok	53,348⁽⁵⁾	26,000	*
Frederick Sotok ⁽⁴⁾				44,000	17,000	*
Kathleen Starkoff				1,000	0	*
Brian Walker				0	0	*
James Wallace	93,400	76,000	*	95,400	78,000	*
All directors and executive officers as a group (13 persons)	7,255,321	1,397,026	2.5%
All directors and executive officers as a group (14 persons)				958,355	498,752	*


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class		Amount and Nature of Beneficial Ownership	Percent of Class
Black Rock Inc. 40 East 52nd Street, New York, NY 10022	22,005,877	7.7	%	24,277,225	9.3	%
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355	21,900,728	7.6	%	23,821,379	9.1	%

							Executive Compensation Plan Summary
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation Plans approved by Shareholders	16,165,426	13.5	16,165,426	9,305,876	17.77	15,139,059
Equity Compensation Plans not approved by Shareholders	—	—	—	—	—	—
Total	16,165,426	13.5	16,165,426	9,305,876	17.77	15,139,059



Executive Compensation Plan Summary
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation Plans approved by Shareholders	9,305,876	17.77	15,139,059
Equity Compensation Plans not approved by Shareholders	—	—	—
Total	9,305,876	17.77	15,139,059


2.	To ratify the appointment of Ernst & Young LLP as the Company’s auditors for the fiscal year ended December 31, ~~2017.~~2019.


3.	To approve, on an advisory basis, the compensation of the Company's named executive officers.


4.	To ~~determine, on an advisory basis, whether future shareholder advisory votes on named executive officer compensation should occur every one, two, or three years.~~approve the Gentex Corporation 2019 Omnibus Incentive Plan.


5.	To transact any other business that may properly come before the meeting, or any adjournment thereof.


3)	By completing and mailing your Proxy Card or Voting Instruction Form


(1)	Except as otherwise indicated by footnote, each named person claims sole voting and investment power with respect to the shares indicated.


(2)	This column reflects shares subject to options exercisable within 60 days, and these shares are included in the column captioned "Shares Beneficially Owned."


(3)	Includes ~~500 shares held by Mr. Hoekstra’s wife in an individual retirement account.~~


~~(4)~~	~~Includes 60,000~~50,000 shares held in a trust established by Mr. Mulder's spouse, and Mr. Mulder disclaims beneficial ownership of these shares.


~~(5)~~(4)	Includes 348 shares owned by Mr. Sotok’s spouse through a partnership, and Mr. Sotok disclaims beneficial ownership of these shares.


A.	~~FOR~~ ~~Item 1;~~


B.	~~FOR~~ ~~Item 2;~~


C.	~~FOR~~ ~~Item 3; and~~


D.	~~No recommendation on Item 4~~



Performance Metric	Weighting Factor	Threshold	Target	Actual Result
EBITDA	1/3	$485,428,000	$585,174,000	In excess of Target
Diluted Earnings Per Share	1/3	$0.97	$1.14	In excess of Target
Quality	1/3	*	*	In excess of Target



Summary Compensation Table for 2016
Name and Principal Position	Year	Salary ($)	Bonus ($)	(1) Stock Awards ($)	(2) Option Awards ($)	(3) Non-Equity Incentive Plan Compensation	Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)	(4) All Other Compensation ($)	Total ($)
Fred Bauer, Chairman and CEO	2016	542,195	159,983	—	698,184	187,046	—	96,168	1,683,576
	2015	523,102	118,033	—	662,466	204,022	—	29,076	1,536,699
	2014	496,513	119,097	—	1,224,080	—	—	93,902	1,933,592
Steve Downing, Senior Vice President and CFO	2016	335,949	98,609	92,610	62,783	113,749	—	87,126	790,826
	2015	253,846	60,307	93,000	66,515	126,026	—	53,413	653,107
	2014	193,209	116,569	—	80,933	—	—	28,140	418,851
Kevin Nash, Vice President – Accounting and CAO	2016	187,808	75,094	46,305	29,993	63,355	—	80,116	482,671
	2015	163,046	64,793	46,500	31,760	68,773	—	42,177	417,049
	2014	149,827	68,953	160,620	52,732	—	—	28,513	460,645
Scott Ryan, Assistant General Counsel	2016	210,497	61,541	24,255	16,218	69,382	—	48,447	430,340
Scott Ryan, Assistant General Counsel	2015	184,424	44,121	26,416	18,446	83,656	—	24,060	381,123
Joseph Matthews, Vice President - Purchasing	2016	156,171	45,715	37,779	18,767	52,246	—	25,227	335,905
	2015	147,430	83,765	—	23,586	54,596	—	24,060	333,437
	2014	133,121	51,883	107,080	40,205	—	—	14,428	346,717


Director Compensation for 2016
Director Compensation for 2018								Director Compensation for 2018
Name	(1) Fees Earned or Paid in Cash ($)	Stock Awards ($)	(2) Option Awards ($)	Non-Equity Incentive Plan Compen-sation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	(3) All Other Compensation ($)	Total ($)	(1) Fees Earned or Paid in Cash ($)	Stock Awards ($)	(2) Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	(3) All Other Compensation ($)	Total ($)
Leslie Brown	15,600	—	31,132	—	—	—	46,732	84,083	—	37,451	—	—	—	121,534
Gary Goode	54,850	—	31,132	—	—	—	85,982	111,250	—	37,451	—	—	—	148,701
Pete Hoekstra	25,100	—	31,132	—	—	—	56,232
James Hollars	25,100	—	31,132	—	—	—	56,232	80,000	—	37,451	—	—	—	117,451
John Mulder	25,100	—	31,132	—	—	—	56,232	80,000	—	37,451	—	—	—	117,451
Richard Schaum	40,350	—	31,132	—	—	—	71,482	96,250	—	37,451	—	—	—	133,701
Kathleen Starkoff								20,000		20,838				40,838
Fred Sotok	30,600	—	31,132	—	—	—	61,732	87,500	—	37,451	—	—	—	124,951
James Wallace	48,100	—	31,132	—	—	—	79,232	172,500	—	37,451	—	—	—	209,951
Brian Walker								10,000	—	17,697	—	—	—	27,697


1.	The Committee has reviewed and approved work to be performed by the independent auditors in the areas of tax, audit and advisory services and subcategories within each category as designated on the attached schedule.


2.	Any additional audit and non-audit work performed by the independent auditors that is not included on the attached schedule must be specifically pre-approved as follows:


a.	If the proposed independent auditors’ engagement is equal to or less than $50,000, the Chairman of the Audit Committee must pre-approve the work and will communicate his approval to the full Audit Committee at the next regularly scheduled meeting of the Audit Committee.


3.	The independent auditors may not conduct any work that is prohibited by applicable SEC rules or regulations.


1.	Purpose. The purpose of this 2019 Omnibus Incentive Plan is to attract and retain directors, officers, and other employees Gentex Corporation and its Subsidiaries and to motivate and provide to such persons incentives and rewards for performance.


A.	“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified (provided that an entity shall be deemed an Affiliate of the Corporation for purposes of this Plan only for such periods as the requisite ownership or control relationship is maintained).


B.	“Appreciation Right” means a right granted pursuant to Section 5 of the Plan and will include both Free-Standing Appreciation Rights and Tandem Appreciation Rights.


C.	“Authorized Officer” has the meaning specified in Section 12.D. of the Plan.


D.	“Award” means a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units, Restricted Stock, Restricted Stock Units, and/or Other Awards.


E.	“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right or a Tandem Appreciation Right.


F.	“Board” means the Board of Directors of the Corporation and, to the extent of any delegation by the Board to a committee (or subcommittee thereof) pursuant to Section 12 of the Plan, such committee (or subcommittee).


G.	“Cause” shall have the meaning assigned such term in the employment agreement, if any, between a Participant and an Employer and, in the absence of such an agreement, the meaning specified in the applicable Evidence of Award.


H.	For purposes of the Plan, except as may be otherwise provided in an Evidence of Award, a “Change in Control” shall be deemed to have occurred upon the happening of any of the following events:


iv.	the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or there is consummated the sale, disposition or long-term lease by the Corporation of all or substantially all of the Corporation’s assets.


I.	“Code” means the Internal Revenue Code of 1986, as amended from time to time, including any rules and regulations promulgated thereunder, along with Treasury and IRS interpretations thereof. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.


J.	“Common Stock” means the common stock, par value $.06 per share, of the Corporation or any security into which such shares of Common Stock may be changed by reason of any transaction or event of the type referred to in Section 13 of the Plan.


K.	“Compensation Committee” means the Compensation Committee of the Board, or any other committee of the Board or subcommittee thereof authorized to administer this Plan in accordance with Section 12 of the Plan.