Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On April 2, 2020, Maurice E.P. Gunderson informed the Board of Directors (the "Board") of Gentherm Incorporated (the "Company") of his intention to retire from the Board effective on the date of the 2020 annual meeting of shareholders (the "2020 annual meeting"), which is the end of his current term. Mr. Gunderson's retirement was not a result of any disagreement on any matter relating to the Company's operations, policies, or practices.

Item 8.01 Other Events.

As previously disclosed, on January 14, 2020, Francois J. Castaing, the non-executive Chairman of the Board, also informed the Board of his intention to retire from the Board effective on the date of the 2020 annual meeting. The Board size will be reduced to seven directors effective immediately prior to the 2020 annual meeting.

The Nominating Committee of the Board has engaged the outside national consulting firm Egon Zehnder to assist in conducting a search process to identify two new directors in connection with the retirement of Messrs. Castaing and Gunderson. The Board intends to increase its size concurrent with the appointment of new directors, if any.

A copy of the news release announcing the foregoing is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits

 Exhibit
   No.           Description

   99              Company news release dated April 8, 2020

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses