Form 8-K - Current report

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): December 8, 2023

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CVGI	The 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2023, the Board of Directors of Commercial Vehicle Group, Inc. (the “Company”) elected William C. Johnson to the Board of Directors (“Board”) of the Company, effective immediately, to serve until the 2024 annual meeting of stockholders or until his successor is elected and qualified. The committees of the Board on which Mr. Johnson (60 years old) initially will serve are the Compensation Committee and the Nominating, Governance and Sustainability Committee.

Since October 2022, Mr. Johnson has served as CEO and a member of the Board of Directors of Avail Infrastructure Solutions. From October 2018 to July 2022, Mr. Johnson served as the President and CEO of Welbilt, Inc. (WBT), and from July 2016 to Junne 2018, he served President and CEO and COO of Chart Industries, Inc. Prior to that he held multiple roles of increasing responsibility at Dover Refrigeration and Food Equipment, Hillphoenix, ABB and ESAB. Mr. Johnson holds a Bachelor of Science degree in Ceramic engineering from Alfred University and a Master of Business Administration from Rollins College. He started his professional career as a Nuclear engineer in the US Navy aboard the submarine USS Stonewall Jackson.

Mr. Johnson will receive compensation consistent with the Company’s other non-employee directors as described under “Director Compensation” in the Company’s Proxy Statement with respect to the Company’s Annual Meeting of Stockholders held on May 11, 2023 filed with the U.S. Securities and Exchange Commission on April 14, 2023.

Item 7.01. Regulation FD.

On December 14, 2023, the Company issued a press release announcing the election of William C. Johnson to the Board of Directors of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.						Description

99.1						Press release of the Company dated December 14, 2023 announcing election of William C. Johnson to the Board of Directors of the Company.

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.

December 14, 2023

By:

/s/ Aneezal H. Mohamed

Name:

Aneezal H. Mohamed

Title:

Chief Legal Officer

Exhibit 99.1

CVG Announces Election of William C. Johnson to Board of Directors

Commercial Vehicle Group (the “Company” or “CVG”) (NASDAQ: CVGI), NEW ALBANY, Ohio, Dec. 11, 2023 (GLOBE NEWSWIRE) – a global leader in the design and manufacturing of electrical systems, vehicle components and accessories, plastic products and robotic assemblies, today announced that its Board of Directors (the “Board”) has elected William C. Johnson as an independent director to the Board, effective December 8, 2023. Mr. Johnson will serve on the Compensation Committee and the Nominating, Governance and Sustainability Committee of the Board. He will stand for re-election at the Company’s 2024 Annual Meeting of Stockholders.

Mr. Johnson, 60, brings tremendous leadership experience to the CVG Board. Since October 2022, Mr. Johnson has served as CEO and a member of the Board of Directors of Avail Infrastructure Solutions. From October 2018 to July 2022, Mr. Johnson served as the President and CEO of Welbilt, Inc. (WBT), and from July 2016 to June 2018, he served President and CEO and COO of Chart Industries, Inc. Prior to that he held multiple roles of increasing responsibility at Dover Refrigeration and Food Equipment, Hillphoenix, ABB and ESAB. Mr. Johnson holds a Bachelor of Science degree in Ceramic engineering from Alfred University and a Master of Business Administration from Rollins College. He started his professional career as a Nuclear engineer in the US Navy aboard the submarine USS Stonewall Jackson.

“We welcome Bill to the CVG Board as the company executes its strategy to grow shareholder value,” said Robert Griffin, Chairman of the Board. “CVG will greatly benefit from his proven leadership experience. His record of success across various executive roles speaks to his exceptional capabilities that will serve us well in the Board room.”

“Being elected to the CVG Board of Directors is a tremendous honor,” said Mr. Johnson. “I am excited to work alongside the Board’s distinguished leaders to help guide the Company’s strategy into 2024 and beyond.”

About CVG

At CVG, we deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve. Information about the Company and its products is available on the internet at www.cvgrp.com.

Investor Relations Contact:
Ross Collins or Stephen Poe
Alpha IR Group
CVGI@alpha-ir.com

Media Contact:
Patrick Woolford
Patrick.woolford@cvgrp.com

Cover	Dec. 14, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 08, 2023
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, 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
Entity Central Index Key	0001290900
Amendment Flag	false
Entity Address, Address Line One	7800 Walton Parkway
Entity Address, City or Town	New Albany
Entity Address, State or Province	OH