Document


 
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 17, 2018

 
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware
 
001-34365
 
41-1990662
(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))

 





Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Annual Meeting (defined below), the Company’s stockholders approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to provide that the directors may be removed from the board with or without cause by the affirmative vote of the holders of at least 66 and 2/3% of the Company’s outstanding common stock. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Commercial Vehicle Group, Inc. (the “Company”), held on May 17, 2018 in New Albany, Ohio (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 2019 Annual Meeting of Stockholders; (ii) approved, by a non-binding advisory vote, a proposal on the compensation of the Company’s named executive officers; (iii) approved a proposal amending the Company’s Amended and Restated Certificate of Incorporation to provide that directors may be removed from the board with or without cause by the affirmative vote of the holders of at least 66 and 2/3% of the Company’s outstanding common stock; and (iv) ratified a proposal appointing KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2018 (the “Proxy Statement”).
The number of shares of common stock entitled to vote at the Annual Meeting was 31,004,524 shares, representing the number of the Company’s shares outstanding as of March 28, 2018, 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 2019:
Name
Votes For
 
Votes
Withheld
 
Broker
Non-Votes
Scott C. Arves
21,862,100
 
508,680
 
5,160,109
Harold C. Bevis
22,020,065
 
350,715
 
5,160,109
Roger L. Fix
21,315,018
 
1,055,762
 
5,160,109
Robert C. Griffin
21,880,893
 
489,887
 
5,160,109
Patrick E. Miller
21,902,400
 
468,380
 
5,160,109
Wayne M. Rancourt
21,992,808
 
377,972
 
5,160,109
Richard A. Snell
21,900,598
 
470,182
 
5,160,109

b.    The non-binding advisory proposal to approve the compensation of the named executive officers was approved:
Votes For
 
Votes
Against
 
Abstain
 
Broker
Non-Votes
21,825,579
 
498,828
 
 
46,373
 
5,160,109


 c.    A proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide that directors may be removed from the board with or without cause by the affirmative vote of the holders of at least 66 and 2/3% of the Company’s outstanding common stock was approved:
Votes For
 
Votes
Against
 
Abstain
 
Broker
Non-Votes
22,337,150
 
31,437
 
 
2,193
 
5,160,109








d.     The appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2018 was ratified:
Votes For
 
Votes
Against
 
Abstain
 
Broker
Non-Votes
 
27,389,115
 
 
134,149
 
 
7,625
 
 
0







Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
 
  
Exhibit
No.
  
Description
 
 
Certificate of Amendment, dated May 17, 2018, of the Amended and Restated Certificate of Incorporation of Commercial Vehicle Group, Inc.

    
 







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 18, 2018
 
 
 
By:
 
/s/ Patrick E. Miller
 
 
 
 
Name:
 
Patrick E. Miller
 
 
 
 
Title:
 
Chief Executive Officer







EXHIBIT INDEX
 
           
Exhibit
No.          Description
          
Certificate of Amendment, dated May 17, 2018, of the Amended and Restated Certificate of Incorporation of Commercial Vehicle Group, Inc.

 



Exhibit

CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
COMMERCIAL VEHICLE GROUP, INC.
* * * * *
Adopted in accordance with the provisions
of §242 of the General Corporation Law
of the State of Delaware
* * * * *
Commercial Vehicle Group, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: Section (D) of ARTICLE V of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
(D) Removal of Directors. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director may be removed from office at any time with or without cause, at a meeting called for that purpose, but only by the affirmative vote of the holders of at least 66 and 2/3% of the voting power of all outstanding shares of Common Stock entitled to vote generally in the election of directors, voting together as a single class.
SECOND: The Board of Directors of the Corporation, acting by written consent dated as of March 8, 2018, approved the proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment, and directed that such amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration and approval.
THIRD: The proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was adopted by the approval of the stockholders of the Corporation at an annual meeting of the stockholders held on May 17, 2018 in accordance with the provisions of Sections 211, 222 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed this 17th day of May, 2018.
COMMERCIAL VEHICLE GROUP, INC.,
a Delaware corporation

By: /s/ Aneezal H. Mohamed
Name: Aneezal H. Mohamed
Title: General Counsel, Compliance Officer and Secretary

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