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

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.

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

A.	FOR Item 1;

B.	FOR Item 2;

C.	FOR Item 3; and

D.	No recommendation on Item 4

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•	Election of nine directors (see pages 11 - 13).

•	Ratification of the appointment of Ernst & Young LLP as the Company’s auditors for the fiscal year ending December 31, 2017 (see page 35).

•	Approval, on an advisory basis, of the compensation of the Company's named executive officers (see page 36).

•	Determination, on an advisory basis, of whether future shareholder advisory votes on named executive officer compensation should occur every one, two, or three years (see page 36).

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•	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.

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•	Revoking it by written notice to the Corporate Secretary at the address on the cover of the Proxy Statement;

•	Delivering a later-dated Proxy (including a telephone or Internet vote);

•	Voting by telephone or Internet at a subsequent time; or

•	Voting in person at the meeting.

•	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.

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

•	Abstain with respect to whether future shareholder advisory votes on named executive officer should occur every one, two, or three years.

•	Under Michigan law, the nine nominees for director will be elected by a plurality of the votes cast. Notwithstanding the foregoing, the Company's Bylaws 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.

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•	Ratification of Ernst & Young LLP as the Company's auditors for the fiscal year ended December 31, 2017, is by a majority votes cast.

•	The proposals to approve the compensation of the Company's named executive officers and to determine the frequency of future shareholder advisory votes on the compensation of named executive officers are advisory and the Board of Directors will take such votes into account when considering future actions.

•	as necessary to meet applicable legal requirements;

•	to allow for the tabulation of votes and certification of the vote; or

•	to facilitate successful Proxy solicitation by our Board of Directors.

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

2)	By toll-free telephone (1-800-690-6903)

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

4)	By written ballot at the Annual Meeting

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(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 shares held in a trust established by Mr. Mulder's spouse, and Mr. Mulder disclaims beneficial ownership of these shares.

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

•

The fact that the Company has declassified its Board of Directors and implemented majority voting for directors (in the form of a director resignation Bylaw) in response to shareholder proposals, as well as allowing its shareholder rights plan (poison pill) to expire, demonstrates responsiveness to expressed shareholder concerns. In fact, implementation of majority voting for directors (in the form

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•	The fact that the Company has implemented a Lead Independent Director Policy (*) also demonstrates its commitment to good corporate governance and ongoing engagement with shareholders.

•	The Company has added a Sustainability section to its website and additional diversity considerations to its director nominating policies in response to suggestions from shareholders. Such diversity considerations, along with the actual practices of the Nominating and Corporate Governance Committee, have led to a broader and more diverse director candidate pool.

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

•	In addition to demonstrating recent responsiveness to shareholder concerns, the Company has historically demonstrated its commitment toward corporate governance by its compensation system, which ensures that all team members share in financial opportunities and sacrifices so employees win when shareholders win. The Company does not have any "golden parachutes" or other excessive perquisites.

•	Under the Company's Lead Independent Director Policy, Mr. Wallace has been elected Lead Independent Director by the Board of Directors independent directors.

•

In addition to acting as a liaison between the independent directors and the Chairman, the Lead Independent Director has such duties and responsibilities as the Board of Directors may assign to him or her, including: presiding at all meetings of the Board at which the Chairman is not present; presiding at all executive sessions of independent directors and the ability to call such meetings; approving all information being sent to the Board, including meeting agendas and board meeting schedules (to ensure enough time for discussion of all agenda items); being available for meetings with major shareholders upon request; and retaining advisors.

•

In accordance with the NASDAQ Stock Market Rules, in order for a director to qualify as "independent," the Board of Directors must affirmatively determine that the director has no material relationship with the Company that would impair the director’s independence. The Board has affirmatively determined a majority of its members are independent, and they include Ms. Brown and Messrs. Goode, Hoekstra, Hollars, Mulder, Schaum, Sotok, and Wallace. Given the foregoing, a majority of the Board is comprised of independent directors as defined in the NASDAQ Stock Market Rules. In fact, a super majority of Board members are independent.

•	A meeting of the independent directors, separate from management, is an agenda item at each Board of Directors meeting. During 2016, the independent directors met on 5 occasions.

•

Fred Bauer has served as Chairman of the Board of Directors and Chief Executive Officer (CEO) of the Company for 40 plus years. The Company’s market capitalization has increased from approximately $17 million at the initial public offering in 1981 to approximately $6.2 billion as of March 1, 2017. As a founder of the Company, Mr. Bauer is uniquely situated to serve as Chairman and CEO, which has been demonstrated by the Company's historical performance.

•

As noted above, the Board also has a Lead Independent Director and the independent members of the Board have as an agenda item, in connection with each Board meeting, the opportunity to meet (and have met on other occasions as well). The Company acknowledges that independent board leadership is important and believes that it is already getting such leadership from its independent directors, which has been bolstered by election of a Lead Independent Director. As such, there is no need at this time to separate the Chairman and CEO roles as a matter of policy (although it could be appropriate to do so in the future).

•	The Company continues to believe it is important that the Board have flexibility to determine the most qualified person to serve as Board Chairman rather than unduly impairing such flexibility with any policy requiring an independent Board Chairman.

•	The Board continues to believe that the Company is fortunate to have Mr. Bauer, a founder of the Company, serve as Chairman of the Board and Chief Executive Officer of the Company, as his 40 plus years of experience makes him the best choice for each of these roles.

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•

The Board has also determined that having Mr. Bauer serve in each of these roles has allowed the Company to speak with one voice, avoid the dilution of leadership, and empowered Mr. Bauer to act with determination, all of which have benefited the Company and its shareholders. The Board believes that having the flexibility to choose the Chairman best suited to serve in the future is important as well.

•	The Company’s Audit Committee currently includes Messrs. Goode (Chairman), Schaum, and Sotok.

•	The Audit Committee met four times during the fiscal year ended December 31, 2016. Information regarding the functions performed by the Committee is set forth in the following "Report of the Audit Committee".

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

•	All Audit Committee members possess the required level of financial literacy and the Board of Directors has determined that at least one member of the Audit Committee, Mr. Goode, meets the current standard of audit committee financial expert as required by the Sarbanes-Oxley Act.

•	The Audit Committee operates pursuant to the Gentex Corporation Audit Committee Charter (*).

•	The Company’s independent auditors report directly to the Audit Committee.

•	The Audit Committee, consistent with the Sarbanes-Oxley Act and the rules adopted thereunder, meets with management and the auditors prior to the filing of officer certifications with the SEC to receive information concerning, among other things, any significant deficiencies or material weaknesses in the design or operation of internal controls.

•	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.

•	The Audit Committee has adopted a policy titled "Complaint Procedures for Accounting and Auditing Matters" (*) to enable confidential and anonymous reporting to the Audit Committee.

•	The Audit Committee reviews and approves all related-party transactions in accordance with its Charter. This review and approval covers all manners of related-party transactions, which are viewed in light of applicable disclosure requirements, independence standards for directors, and applicable Company codes and policies.

•	The Company’s Compensation Committee currently includes Messrs. Goode (Chairman), Schaum, and Wallace.

•	The Compensation Committee met 7 times during the fiscal year ended December 31, 2016. The Compensation Committee is responsible for administering the Company’s stock-based incentive plans and supervising other compensation arrangements for executive officers of the Company. Information regarding functions performed by the Committee is set forth in the following "Compensation Committee Report".

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

•	The Compensation Committee operates pursuant to the Gentex Corporation Compensation Committee Charter (*).

•	More information regarding the scope of authority of the Compensation Committee, any delegation of its authority, and the role of executive officers is set forth in the "Compensation Discussion and Analysis" below.

•	Although the Compensation Committee has authority under its Charter to hire consultants, it has not done so to date and, as such, compensation consultants and other advisors have played no role in determining or recommending the amounts or form of executive officer and director compensation.

•	The Board of Directors, based on the recommendation of the Compensation Committee, has also adopted an "Anti-Hedging and Anti-Pledging Policy" (*) and "Clawback Policy" (*).

•	The Compensation Committee does not believe that the Company's compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

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•	The Company’s Nominating and Corporate Governance Committee currently includes Messrs. Wallace (Chairman) and Goode.

•

The Nominating and Corporate Governance Committee met formally one time during the fiscal year ended December 31, 2016 (holding other discussions at regularly scheduled Board of Directors meetings, including consideration of potential candidates for nomination to the Board). The Nominating and Corporate Governance Committee is responsible for identifying and recommending qualified individuals to serve as members of the Company’s Board and met in February 2017 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 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 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 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 Proxy Statement as a Board nominee, that recommendation should be submitted in writing, together with appropriate biographical information, to the Chairman 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, 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 responsibilities as delegated by the Board of Directors.

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•	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.

•

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.

•	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.

•	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.

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While the Board of Directors oversees risk management, management of the Company is charged with managing risk through appropriate internal processes and internal controls. On behalf of the Board, 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). 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 periodically with respect to such topics. This oversight does not necessarily have any material effect on the Company's leadership structure. The Board also annually reviews the Company’s various insurance coverages.

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•	create and maintain an entrepreneurial culture

•	motivate employees to:

•	create and maintain teamwork

•	maintain a performance-based model balancing short-term and long-term performance of individuals and the Company

•	base salary

•	bonuses

•	stock-based incentives

•	emphasize performance-based incentives pay and equity awards

•	align executive and employee interests 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

•	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

•	is comprised of three directors, each of whom has been determined by our Board to be independent under applicable standards and none of whom receive any consulting, advisory, or other compensation fee (other than fees for service as Board or committee members)

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

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

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•	base salary

•	bonuses

•	stock-based incentives

•	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

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

•	competitive circumstances for managerial talent; and

•	positions reflecting comparable responsibility

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

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

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•	stock options; and

•	restricted stock.

•	leadership;

•	strategic planning;

•	financial results;

•	succession planning;

•	human resources/diversity;

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

•	external relations; and

•	Board relations.

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•	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.

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•	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

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•	$14,400 annual directors' retainer fee ($3,600 per quarter);

•	$2,100 for each Board meeting attended;

•	$1,500 for each Committee meeting attended; and

•	An option to purchase 7,000 shares of our common stock.

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

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•	year;

•	two years; or

•	three years.

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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.

b.	If the proposed independent auditors’ engagement is greater than $50,000, the full Audit Committee must pre-approve the work.

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