8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report: July 18, 2025

(Date of earliest event reported)

GENCOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-11703

59-0933147

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5201 North Orange Blossom Trail, Orlando, Florida 32810

(Address of principal executive offices) (Zip Code)

(407) 290-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($.10 Par Value)	GENC	NYSE American LLC

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

Emerging growth company ☐

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

Item 8.01.

Other Events.

The Annual Meeting of Shareholders of Gencor Industries, Inc. (the “Company”) that follows the end of the fiscal year ended September 30, 2024 has been scheduled for September 26, 2025 (the “Annual Meeting”). The exact time and location of the Annual Meeting will be as set forth in our definitive proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”). The record date for the determination of shareholders of the Company entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof is August 11, 2025.

Because the Company has changed the date of its Annual Meeting following its fiscal year ended September 30, 2024 by more than 30 days from the date of the previous year’s meeting, the Company has set a new deadline for the receipt of shareholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the Annual Meeting. In order to be considered timely, such proposals must be received by the Secretary of the Company no later than July 28, 2025, which the Company determined to be a reasonable time before it expects to begin to print and send the proxy statement related to the Annual Meeting. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Company’s proxy materials. Proposals of shareholders must also comply with the rules of the SEC regarding the inclusion of shareholder proposals in proxy materials, and the Company may omit from its proxy materials any proposal that does not comply with the SEC’s rules.

In addition, any shareholder seeking to submit proposals outside of Exchange Act Rule 14a-8 or to nominate a director must provide timely notice, as set forth in the Company’s Amended and Restated By-Laws (the “By-Laws”). Specifically, written notice of any proposed business or director nomination must be received by the Company’s Secretary no later than the close of business on July 28, 2025, which is the tenth day following this public announcement of the date of the Annual Meeting. Any notice of proposed business or nomination must comply with the specific requirements set forth in the Company’s By-Laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	GENCOR INDUSTRIES, INC.

July 18, 2025	By:	/s/ Marc G. Elliott
		Marc G. Elliott, President

July 18, 2025	By:	/s/ Eric E. Mellen
		Eric E. Mellen, Chief Financial Officer

SEC Form 8-K filed by Gencor Industries Inc.