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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/13/23 Gencor Industries Inc. 10-K 9/30/23 67:4.5M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 721K
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 42K
3: EX-21.1 Subsidiaries List HTML 22K
4: EX-23.1 Consent of Expert or Counsel HTML 20K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 26K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 21K
14: R1 Cover Page HTML 93K
15: R2 Consolidated Balance Sheets HTML 117K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K
17: R4 Consolidated Statements of Operations HTML 90K
18: R5 Consolidated Statements of Shareholders' Equity HTML 41K
19: R6 Consolidated Statements of Cash Flows HTML 92K
20: R7 Nature of Operations and Summary of Significant HTML 113K
Accounting Policies
21: R8 Inventories HTML 29K
22: R9 Costs and Estimated Earnings in Excess of Billings HTML 30K
23: R10 Property and Equipment HTML 32K
24: R11 Accrued Expenses HTML 32K
25: R12 Income Taxes HTML 72K
26: R13 Retirement Benefits HTML 26K
27: R14 Long-Term Debt and Arrangements with Financial HTML 23K
Institutions
28: R15 Leases HTML 34K
29: R16 Commitments and Contingencies HTML 24K
30: R17 Shareholders' Equity and Stock-Based Compensation HTML 24K
31: R18 Nature of Operations and Summary of Significant HTML 153K
Accounting Policies (Policies)
32: R19 Nature of Operations and Summary of Significant HTML 100K
Accounting Policies (Tables)
33: R20 Inventories (Tables) HTML 29K
34: R21 Costs and Estimated Earnings in Excess of Billings HTML 30K
(Tables)
35: R22 Property and Equipment (Tables) HTML 30K
36: R23 Accrued Expenses (Tables) HTML 31K
37: R24 Income Taxes (Tables) HTML 70K
38: R25 Leases (Tables) HTML 33K
39: R26 Nature of Operations and Summary of Significant HTML 56K
Accounting Policies - Basic and Diluted EPS
(Detail)
40: R27 Nature of Operations and Summary of Significant HTML 50K
Accounting Policies - Company's Assets Measured at
Fair Value (Detail)
41: R28 Nature of Operations and Summary of Significant HTML 27K
Accounting Policies - Schedule of Changes in
Allowance for Slow Moving and Obsolete Inventories
(Detail)
42: R29 Nature of Operations and Summary of Significant HTML 29K
Accounting Policies - Estimated Useful Lives of
Assets (Detail)
43: R30 Nature of Operations and Summary of Significant HTML 39K
Accounting Policies - Disaggregation of Company's
Net Revenue by Major Source (Detail)
44: R31 Nature of Operations and Summary of Significant HTML 28K
Accounting Policies - Schedule of Changes in
Accrual for Warranty and Related Costs (Detail)
45: R32 Nature of Operations and Summary of Significant HTML 31K
Accounting Policies - Schedule of Changes in
Allowance for Doubtful Accounts (Detail)
46: R33 Nature of Operations and Summary of Significant HTML 78K
Accounting Policies - Additional Information
(Detail)
47: R34 Inventories - Net Inventories (Detail) HTML 30K
48: R35 Inventories - Additional Information (Detail) HTML 22K
49: R36 Costs and Estimated Earnings in Excess of Billings HTML 29K
- Costs and Estimated Earnings in Excess of
Billings on Uncompleted Contracts (Detail)
50: R37 Property and Equipment - Property and Equipment HTML 36K
(Detail)
51: R38 Property and Equipment - Additional Information HTML 24K
(Detail)
52: R39 Accrued Expenses - Accrued Expenses (Detail) HTML 37K
53: R40 Income Taxes - Provision for Income Tax Expense HTML 43K
(Benefit) (Detail)
54: R41 Income Taxes - Reconciliation of the Federal HTML 34K
Statutory Tax Rate to the Total Tax Provision
(Benefit) (Detail)
55: R42 Income Taxes - Deferred Income Tax Assets and HTML 48K
Liabilities (Detail)
56: R43 Income Taxes - Additional Information (Detail) HTML 38K
57: R44 Retirement Benefits - Additional Information HTML 22K
(Detail)
58: R45 Long-Term Debt and Arrangements with Financial HTML 26K
Institutions - Additional Information (Detail)
59: R46 Leases - Summary of Other Information Concerning HTML 37K
the Company's Operating Lease (Detail)
60: R47 Leases - Summary of Future Annual Minimum Lease HTML 26K
Payments (Detail)
61: R48 Leases - Additional Information (Detail) HTML 45K
62: R49 Shareholders' Equity and Stock-Based Compensation HTML 38K
- Additional Information (Detail)
65: XML IDEA XML File -- Filing Summary XML 112K
63: XML XBRL Instance -- d551240d10k_htm XML 899K
64: EXCEL IDEA Workbook of Financial Report Info XLSX 95K
10: EX-101.CAL XBRL Calculations -- genc-20230930_cal XML 124K
11: EX-101.DEF XBRL Definitions -- genc-20230930_def XML 424K
12: EX-101.LAB XBRL Labels -- genc-20230930_lab XML 802K
13: EX-101.PRE XBRL Presentations -- genc-20230930_pre XML 623K
9: EX-101.SCH XBRL Schema -- genc-20230930 XSD 124K
66: JSON XBRL Instance as JSON Data -- MetaLinks 361± 526K
67: ZIP XBRL Zipped Folder -- 0001193125-23-294347-xbrl Zip 196K
| EX-97.1 |
EXHIBIT 97.1
GENCOR INDUSTRIES, INC. AND SUBSIDIARIES
Rule 10D-1 Clawback Policy
| 1. | Recoupment of Incentive-Based Compensation |
The purpose of this policy (this “Policy”) is to permit Gencor Industries, Inc. (“Gencor” or “the Company”) to recover any Incentive-Based Compensation received by a Covered Executive during the Clawback Period that is in excess of the amount that otherwise would have been received had it been determined based on the restated financial statements, in the event that Gencor is required to prepare an accounting restatement of Gencor’s financial statements due to material non-compliance with any financial reporting requirements under U.S. federal securities laws (an “Accounting Restatement”).
| 2. | Policy Administration and Definitions |
This Policy shall be administered by the Board of Directors of Gencor Industries, Inc. (the “Board”).
For purposes of this Policy:
“Incentive-Based Compensation” means any compensation granted, earned or vested based in whole or in part on the Company’s attainment of a Financial Reporting Measure that was received by a Covered Executive (i) on or after October 2, 2023 and after the person began service as a Covered Executive, and (ii) who served as a Covered Executive at any time during the performance period for the Incentive-Based Compensation.
A “Financial Reporting Measure” is (i) any measure that is determined and presented in accordance with the accounting principles used in preparing Gencor’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any measure based in whole or in part on Gencor’s stock price or total shareholder return. Incentive-Based Compensation includes cash compensation and any equity awards to the extent based in whole or in part on such attainment.
Incentive-Based Compensation is deemed to be received in the fiscal period during which the relevant Financial Reporting Measure is attained, regardless of when the compensation is actually paid or awarded.
“Covered Executive” means any “executive officer” of Gencor as defined under Rule 10D-1.
“Clawback Period” means the three fiscal years immediately preceding the date that Gencor is required to prepare the Accounting Restatement described in this Policy and any transition period of less than nine months that is within or immediately following such three fiscal years, all as determined pursuant to Rule 10D-1.
| 3. | Determinations by the Board; Binding Effect |
If the Board determines that the amount of Incentive-Based Compensation that is received by a Covered Executive during the Clawback Period exceeds the amount that would have been received if determined or calculated based on Gencor’s restated financial results, such excess amount of Incentive-Based Compensation will be subject to mandatory recoupment by the Company on a reasonably prompt basis pursuant to this Policy.
For Incentive-Based Compensation based on stock price or total shareholder return, the Board will determine the amount based on a reasonable estimate of the effect of the Accounting Restatement on the relevant stock price or total shareholder return.
In all cases, the calculation of the excess amount of Incentive-Based Compensation to be recovered will be determined on a pre-tax basis.
Any determinations made by the Board under this Policy shall be final, binding and conclusive on all affected individuals.
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| 4. | Methods of Clawback |
The Company may implement a clawback pursuant to this Policy in any manner consistent with applicable law, including by requiring payment of such amount(s) to the Company, by set-off, by reducing future compensation, or by such other means or combination of means as the Board determines to be appropriate.
The Company need not recover the excess amount of Incentive-Based Compensation if and to the extent that the Board determines that such clawback is impracticable and not required under Rule 10D-1, including, but not limited to, if the Board determines that the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover such amounts.
The Company is authorized to take appropriate steps to implement this Policy with respect to Incentive-Based Compensation arrangements with Covered Executives and shall not indemnify any Covered Executive against the loss of any Incentive-Based Compensation pursuant to this Policy.
| 5. | No Impairment of Other Remedies |
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
| 6. | Administration of Policy |
This policy is intended to comply with Sections 811 and 1003(h) of the NYSE American Company Guide, as required by Section 10D of the Securities Exchange Act of 1934, as amended, and Rule 10D-1 promulgated thereunder (collectively, the “Applicable Rules”). The Board shall have authority to interpret and administer, and from time to time amend, this policy in a manner consistent with the Applicable Rules and to make all determinations with respect to this policy in its sole discretion which shall be final and binding on all parties; provided, however, that, as further described above, the Board shall retain discretion to determine whether amounts shall be recovered in the absence of an Accounting Restatement.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/13/23 | 8-K | ||
| 10/2/23 | ||||
| For Period end: | 9/30/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/28/09 Gencor Industries Inc. DEF 14A 3/06/09 1:347K Donnelley … Solutions/FA 12/19/07 Gencor Industries Inc. 10-K 9/30/07 7:822K Donnelley … Solutions/FA 8/15/05 Gencor Industries Inc. 10-Q 6/30/05 5:235K Donnelley … Solutions/FA 3/04/97 Gencor Industries Inc. DEF 14A 4/11/97 1:78K Donnelley Fin’l S… 10/FA |