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): August 9, 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

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 $0.1 per share	CVGI	The NASDAQ Global Select Market

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))

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 7.01. Regulation FD Disclosure

Commercial Vehicle Group, Inc. (the “Company”) held its previously announced earnings conference call on August 9, 2019 at 8:00 a.m. ET.

On such conference call, a question was asked regarding what the Earnings per Share would have been before giving effect to the following two items that are included in Other Expense in the Consolidated Statement of Income: the non-cash mark-to-market charge for the interest rate swap agreements and the non-cash charge for the voluntary lump sum settlement of pension liabilities. The attached Exhibit 99.1 provides clarification on the Earnings per Share and the related GAAP to non-GAAP reconciliation in response to the question.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	GAAP to Non-GAAP reconciliation provided by the Company on August 9, 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.
August 9, 2019	By:	/s/ C. Timothy Trenary
	Name:	C. Timothy Trenary
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	GAAP to Non-GAAP reconciliation provided by the Company on August 9, 2019.

EX-99.1

Exhibit 99.1 $ Thousands, except per share data GAAP Non-GAAP Three Months Three Months Ended June 30, Ended June 30, 2019 Adjustments 1 2019 Income Before Provision for Income Taxes $ 9,723 $ 3,600 $ 13,323 Provision for Income Taxes 2 2,546 900 3,446 Net Income $ 7,177 $ 2,700 $ 9,877 Diluted Average Shares Outstanding 30,824 30,824 30,824 Diluted Earnings per Common Share $ 0.23 $ 0.09 $ 0.32 1 Adjustments to remove $1.1 million non-cash mark-to-market charge for interest rate swap agreements and $2.5 million non-cash charge for voluntary lump sum settlement of pension liability. 2 Assumed 25% tax rate. This rate may not reflect the effective tax rate for the period presented.