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    Commercial Vehicle Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/19/25 5:11:27 PM ET
    $CVGI
    Auto Parts:O.E.M.
    Consumer Discretionary
    Get the next $CVGI alert in real time by email
    cvgi-20250515
    0001290900FALSE00012909002025-05-192025-05-19


    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 (Date of Earliest Event Reported): May 15, 2025
    Commercial Vehicle Group, Inc.
    (Exact name of registrant as specified in its charter)
    Delaware001-3436541-1990662
    (State or other jurisdiction(Commission(I.R.S. Employer
    of incorporation)File Number)Identification No.)
    7800 Walton Parkway, New Albany, Ohio
    43054
    (Address of principal executive offices)(Zip Code)
    Registrant’s telephone number, including area code: 614-289-5360
    Not Applicable
    Former name or former address, if changed since last report

    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 pursuant to Section 12(b) of the Act:
    Title of each classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, par value $0.01 per shareCVGIThe NASDAQ Global Select Market

    Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07. Submission of Matters to a Vote of Security Holders.

    At the virtual Annual Meeting of Stockholders of Commercial Vehicle Group, Inc. (the “Company”), held on May 15, 2025 (the “Annual Meeting”), the stockholders of the Company (i) approved a proposal electing the persons listed below to serve as directors of the Company until the 2026 Annual Meeting of Stockholders; (ii) approved the amended and restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan; (iii) approved, by a non-binding advisory vote, a proposal on the compensation of the Company’s named executive officers; and (iv) ratified a proposal appointing KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2025.

    The number of shares of common stock entitled to vote at the Annual Meeting was 34,640,434 shares, representing the number of the Company’s shares outstanding as of March 17, 2025, the record date for the Annual Meeting. The following sets forth information regarding the results of the voting on each matter at the Annual Meeting:

    a. The following directors were elected for terms expiring at the Company’s Annual Meeting in 2026:

    NameVotes ForVotes WithheldBroker Non-Votes
    Melanie K. Cook18,642,3871,515,3436,165,593
    Ruth Gratzke18,040,6702,117,0606,165,593
    William C. Johnson18,751,3011,406,4296,165,593
    J. Michael Nauman17,967,7862,189,9446,165,593
    Jeffrey S. Niew18,751,8331,405,8976,165,593
    Wayne M. Rancourt18,617,3211,540,4096,165,593
    James R. Ray18,900,6271,257,1036,165,593

    b. The proposal to approve the Amended and Restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan was approved:

    Votes ForVotes AgainstAbstainBroker Non-Votes
    17,181,7482,933,11042,8726,165,593

    c. The non-binding advisory proposal to approve the compensation of the named executive officers was approved:

    Votes ForVotes AgainstAbstainBroker Non-Votes
    17,083,5223,031,04043,1686,165,593

    d. The appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2025 was ratified:

    Votes ForVotes AgainstAbstainBroker Non-Votes
    24,119,6321,758,116445,5750


    Item 9.01. Financial Statements and Exhibits.

    (d) Exhibits

    Exhibit No.
    Description
    10.1
    Amended and Restated Commercial Vehicle Group, Inc 2020 Equity Incentive Plan






    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.
     
    COMMERCIAL VEHICLE GROUP, INC.
    May 19, 2025By:/s/ Aneezal H. Mohamed
    Name:Aneezal H. Mohamed
    Title:Chief Legal Officer

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