8-K

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): February 13, 2019

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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 13, 2019, Richard A. Snell, 77 years old, a director of Commercial Vehicle Group, Inc. (the “Company”) since August 2004, informed the Company that he will be retiring from the Board of Directors (the “Board”) of the Company, without standing for re-election at the 2019 Annual Meeting of Stockholders, effective May 16, 2019, after serving 15 years on the Board.

(d) On February 18, 2019, the Board of the Company elected Janice E. Stipp to the Board, effective February 28, 2019, to serve until the 2019 annual meeting of stockholders or until her successor is elected and qualified. The committees of the Board on which Ms. Stipp (59 years old) initially will serve are the Audit Committee and the Nominating and Corporate Governance Committee.

Ms. Stipp has over 35 years of financial and accounting experience including as chief financial officer of both public and private companies. Ms. Stipp currently serves as a Director of ArcBest Corporation and is on the Michigan State University Foundation Board. Ms. Stipp graduated from Michigan State University in 1981 with a B.A. in accounting, and from Wayne State University in 1987 with an M.B.A., and received her Certified Public Accountant certification in 1983 and Chartered Global Management Accountant certification in 2014. Ms. Stipp will participate in the standard non-management director compensation arrangements described in the Company’s proxy statement for its 2018 annual meeting of shareholders.

Item 8.01.Other Events.

On February 19, 2019, the Company issued a press release announcing the retirement of Director Richard Snell and election of Director Janice Stipp. 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	A copy of the press release dated February 19, 2019.

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.
February 19, 2019	By:	/s/ Patrick E. Miller
	Name:	Patrick E. Miller
	Title:	President & Chief Executive Officer

EXHIBIT INDEX

Exhibit  No.	Description
99.1	A copy of the press release dated February 19, 2019.

EX-99.1

CONTACT: Terry Hammett

Commercial Vehicle Group, Inc.

(614) 289-5384

Exhibit 99.1

FOR IMMEDIATE RELEASE

COMMERCIAL VEHICLE GROUP ANNOUNCES THE RETIREMENT OF DIRECTOR RICHARD SNELL AND ELECTION OF DIRECTOR JANICE STIPP

NEW ALBANY, OHIO, February 19, 2019 /PRNewswire/ - Commercial Vehicle Group, Inc. (the “Company” or “CVG”) (NASDAQ: CVGI) announced that its Board of Directors (the “Board”) has elected Janice E. Stipp as an independent director to the Board, effective February 28, 2019. Ms. Stipp will serve on the Board’s Audit and Nominating and Governance Committees. Ms. Stipp will stand for re-election at the Company’s 2019 Annual Meeting of Stockholders.

Ms. Stipp, 59, brings more than 35 years of financial and accounting leadership experience and has served as chief financial officer of both public and private companies. She currently serves as a Director for ArcBest Corporation and is on the Michigan State University Foundation Board. Ms. Stipp, is a Certified Public Accountant, Chartered Global Management Accountant, and earned her B.A. in accounting from Michigan State University, in addition to an M.B.A. from Wayne State University.

The Company also announced the retirement of Richard A. Snell, effective May 16, 2019, without standing for re-election at the 2019 Annual Meeting of Stockholders. Mr. Snell has served as a Director since 2004 and was the Chairman of the Board from March 2010 through May 2018. Current Chairman Scott Arves thanked departing Director Snell and welcomed Director Stipp to the Board. “Dick has been an invaluable contributor to the Board since the Company’s earliest days and provided extraordinary leadership to the Board and the Company during his tenure. On behalf of the entire Board of Directors, I want to express my appreciation for Dick’s contributions and friendship as we worked together to support the Company’s strategic goals and priorities.”

“I also want to welcome Janice to the board,” Arves added. “We are very pleased to have someone of her caliber join us. She brings relevant skills and significant experience in areas of critical importance to the Company that will enhance our Board’s capabilities as we guide the Company through the execution of its long term growth initiatives.”

Mr. Snell said, “It has been a privilege to serve the shareholders of CVG for 15 years. It has been gratifying to work with the Board and management at CVG and I look forward to following their future success.” He added, “Janice will bring relevant experience and fresh perspectives to the Board that will help shape the Company’s future. I wish her, my fellow directors, and CVG the very best.”

About Commercial Vehicle Group, Inc.

Commercial Vehicle Group, Inc. (through its subsidiaries) is a leading supplier of a full range of cab related products and systems for the global commercial vehicle market, including the medium- and heavy-duty truck market, the medium-and heavy-construction vehicle markets, the military, bus, agriculture, specialty transportation, mining, industrial equipment and off-road recreational markets. Information about the Company and its products is available on the internet at www.cvgrp.com.