Commercial Vehicle Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: 614 -289-5360
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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:
| Name | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Melanie K. Cook | 18,642,387 | 1,515,343 | 6,165,593 | ||||||||
| Ruth Gratzke | 18,040,670 | 2,117,060 | 6,165,593 | ||||||||
| William C. Johnson | 18,751,301 | 1,406,429 | 6,165,593 | ||||||||
| J. Michael Nauman | 17,967,786 | 2,189,944 | 6,165,593 | ||||||||
| Jeffrey S. Niew | 18,751,833 | 1,405,897 | 6,165,593 | ||||||||
| Wayne M. Rancourt | 18,617,321 | 1,540,409 | 6,165,593 | ||||||||
| James R. Ray | 18,900,627 | 1,257,103 | 6,165,593 | ||||||||
b. The proposal to approve the Amended and Restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan was approved:
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||
| 17,181,748 | 2,933,110 | 42,872 | 6,165,593 | ||||||||
c. The non-binding advisory proposal to approve the compensation of the named executive officers was approved:
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||
| 17,083,522 | 3,031,040 | 43,168 | 6,165,593 | ||||||||
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 For | Votes Against | Abstain | Broker Non-Votes | ||||||||
| 24,119,632 | 1,758,116 | 445,575 | 0 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
| 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, 2025 | By: | /s/ Aneezal H. Mohamed | ||||||||||||||||||
| Name: | Aneezal H. Mohamed | |||||||||||||||||||
| Title: | Chief Legal Officer | |||||||||||||||||||