Commercial Vehicle Group, Inc. (NASDAQ:CVGI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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 5.03. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Commercial Vehicle Group, Inc. (the “Company”), held on May17, 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 December31, 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:

b.The non-binding advisory proposal to approve the compensation of the named executive officers was approved:

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:

d. The appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December31, 2018 was ratified:

Item 5.03. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

Commercial Vehicle Group, Inc. Exhibit
EX-3.1 2 certofincamendment.htm EXHIBIT 3.1 Exhibit CERTIFICATE OF AMENDMENTTO THEAMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOFCOMMERCIAL VEHICLE GROUP,…
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About Commercial Vehicle Group, Inc. (NASDAQ:CVGI)

Commercial Vehicle Group, Inc. is a supplier of a range of cab-related products and systems. The Company operates through two segments: the Global Truck and Bus Segment (GTB Segment) and the Global Construction and Agriculture Segment (GCA Segment). The GTB Segment manufactures and sells products, which include Seats, Trim, sleeper boxes, cab structures, structural components and body panels, and mirrors and wiper systems. The GCA Segment manufactures and sells the products, which include Electronic wire harness assemblies and Seats, Wiper systems, Office seating, and Aftermarket seats and components. It supplies products for the commercial vehicle market, including the medium-and heavy-duty truck market, the medium-and heavy-construction vehicle market, and the military, bus, agriculture, mining, industrial equipment and off-road recreational markets. It has manufacturing operations in the United States, Mexico, the United Kingdom, Czech Republic, Ukraine, China, India and Australia.