0001628280-19-006902.txt : 20190516 0001628280-19-006902.hdr.sgml : 20190516 20190516164835 ACCESSION NUMBER: 0001628280-19-006902 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190516 ITEM INFORMATION: Mine Safety - Reporting of Shutdowns and Patterns of Violations ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190516 DATE AS OF CHANGE: 20190516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Commercial Vehicle Group, Inc. CENTRAL INDEX KEY: 0001290900 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 411990662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34365 FILM NUMBER: 19832969 BUSINESS ADDRESS: STREET 1: 7800 WALTON PARKWAY CITY: NEW ALBANY STATE: OH ZIP: 43054 BUSINESS PHONE: 614 289 5360 MAIL ADDRESS: STREET 1: 7800 WALTON PARKWAY CITY: NEW ALBANY STATE: OH ZIP: 43054 8-K 1 a8-kagmresultsx2019xfinal.htm 8-K 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 16, 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 5.07. 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 16, 2019 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 2020 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, 2019. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2019 (the “Proxy Statement”).
The number of shares of common stock entitled to vote at the Annual Meeting was 31,272,393 shares, representing the number of the Company’s shares outstanding as of March 27, 2019, 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 2020:
Name
Votes For
 
Votes
Withheld
 
Broker
Non-Votes
Scott C. Arves
23,771,400
 
254,577
 
4,147,401
Harold C. Bevis
23,712,398
 
313,579
 
4,147,401
Roger L. Fix
23,694,706
 
331,271
 
4,147,401
Robert C. Griffin
23,709,757
 
316,220
 
4,147,401
Patrick E. Miller
23,779,779
 
246,198
 
4,147,401
Wayne M. Rancourt
23,694,417
 
331,560
 
4,147,401
Janice E. Stipp
23,779,705
 
246,272
 
4,147,401

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
23,534,182
 
453,356
 
 
38,439
 
4,147,401


c.     The appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2019 was ratified:
Votes For
 
Votes
Against
 
Abstain
 
Broker
Non-Votes
 
28,049,076
 
 
62,615
 
 
61,687
 
 
0




    
 





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, 2019
 
 
 
By:
 
/s/ Patrick E. Miller
 
 
 
 
Name:
 
Patrick E. Miller
 
 
 
 
Title:
 
Chief Executive Officer