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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 16, 2024
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 5.07Submission 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 16, 2024 (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 2025 Annual Meeting of Stockholders; (ii) approved, by a non-binding advisory vote, a proposal on the compensation of the Company’s named executive officers; and (iii) ratified a proposal appointing KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2024.

The number of shares of common stock entitled to vote at the Annual Meeting was 33,885,223 shares, representing the number of the Company’s shares outstanding as of March 18, 2024, 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 2025:
NameVotes ForVotes WithheldBroker Non-Votes
Melanie K. Cook24,296,9952,045,8383,791,043
Ruth Gratzke22,917,4873,425,3463,791,043
Robert C. Griffin23,747,7102,595,1233,791,043
William C. Johnson24,292,5092,050,3243,791,043
J. Michael Nauman22,980,6113,362,2223,791,043
Wayne M. Rancourt23,519,8922,822,9413,791,043
James R. Ray24,355,8021,987,0313,791,043

b. The non-binding advisory proposal to approve the compensation of the named executive officers was approved:
Votes ForVotes AgainstAbstainBroker Non-Votes
23,243,0863,092,9956,7523,791,043

c. The appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2024 was ratified:
Votes ForVotes AgainstAbstainBroker Non-Votes
29,522,086546,19565,5950


 
  




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 16, 2024By:
/s/ Aneezal H. Mohamed
Name:
Aneezal H. Mohamed
Title:Chief Legal Officer

v3.24.1.1.u2
Cover
May 16, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 16, 2024
Entity Registrant Name Commercial Vehicle Group, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-34365
Entity Tax Identification Number 41-1990662
Entity Address, Address Line One 7800 Walton Parkway
Entity Address, City or Town New Albany
Entity Address, State or Province OH
Entity Address, Postal Zip Code 43054
City Area Code 614
Local Phone Number 289-5360
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol CVGI
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001290900
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