Commercial Vehicle Group, Inc. (NASDAQ:CVGI) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

8 years ago

Commercial Vehicle Group, Inc. (NASDAQ:CVGI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

The information in this Report set forth under Item 2.03
regarding the entry into an interest rate swap transaction by
Commercial Vehicle Group, Inc., (the “Company”) is incorporated
herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant

On April 12, 2017, the Company entered into a $175 million
secured credit facility (the Term Loan Facility) to a term loan
and security agreement with Bank of America, N.A., (the
Counterparty), as administrative agent, and other lender parties
thereto. The Company entered into an interest rate swap
transaction on May 12, 2017 with the Counterparty at a floored
swap rate of 2.07%, an all-in rate of 8.07%, to fix the interest
rate on an initial aggregate amount of $80,000,000 of the
Companys Term Loan Facility. The interest rate swap has an
effective date of June 30, 2017 and a maturity date of April 30,
2022. The Company may enter into additional swap transactions in
the future, from time to time.

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

At the 2017 Annual Meeting of Stockholders (the Annual Meeting)
held on May 16, 2017 in New Albany, Ohio, the stockholders of the
Company approved the Amended and Restated Commercial Vehicle
Group, Inc. 2014 Equity Incentive Plan (the Plan). The Plan was
amended to (i) increase the number of authorized shares that can
be awarded under the Plan by 2,000,000 shares (i.e., from
1,500,000 shares to 3,500,000 shares), (ii) require a one-year
minimum vesting period for awards granted under the Plan, subject
to limited exceptions, (iii) eliminate the reuse of shares
withheld or delivered to satisfy the exercise price or tax
withholding requirements of stock options and stock appreciation
rights (including any shares not issued as a result of the
net-settlement of a stock-settled stock appreciation rights), and
(iv) prohibit the current payment of dividends and dividend
equivalents on unvested awards. The approval of the Plan also
constituted re-approval of the material terms of the Plan for
purposes of Section 162(m) of the Internal Revenue Code of 1986,
as amended.

A description of the terms of the Plan and each of the awards
that may be granted under it is contained in our definitive proxy
statement (the Proxy Statement) on Schedule 14A filed with the
Securities and Exchange Commission on April 13, 2017. Such
description is incorporated herein by reference and is qualified
in its entirety by reference to the full text of the Plan, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At 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 2018 Annual Meeting of
Stockholders; (ii) approved the Amended and Restated Commercial
Vehicle Group, Inc. 2014 Equity Incentive Plan; (iii) approved,
by a non-binding advisory vote, a proposal on the compensation of
the Companys named executive officers; (iv) recommended, by a
non-binding advisory vote, that the advisory vote on the
compensation of the Companys named executive officers occur
annually (as opposed to every 2 years or every 3 years); and (v)
ratified a proposal appointing KPMG LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017. The proposals are described in detail
in the Companys definitive proxy statement filed with the
Securities and Exchange Commission on April 13, 2017 (the Proxy
Statement).

The number of shares of common stock entitled to vote at the
Annual Meeting was 30,852,227 shares, representing the number of
the Companys shares outstanding as of March 27, 2017, 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
Companys Annual Meeting in 2018:



Name	Votes For	Votes Withheld	Broker Non-Votes
Scott C. Arves	22,880,135	290,472	4,864,294
Harold C. Bevis	22,820,782	349,825	4,864,294
Roger L. Fix	22,651,988	518,619	4,864,294
Robert C. Griffin	22,878,964	291,643	4,864,294
Patrick E. Miller	22,868,284	291,643	4,864,294
Wayne M. Rancourt	22,882,564	288,043	4,864,294
Richard A. Snell	22,859,913	310,694	4,864,294

b. The proposal to approve the Amended and Restated Commercial
Vehicle Group, Inc. 2014 Equity Incentive Plan was approved:



Votes For	Votes Against	Abstain	Broker Non-Votes
23,000,864	152,623	17,120		4,864,294

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



Votes For	Votes Against	Abstain		Broker Non-Votes
22,935,931	176,588		58,088	4,864,294

d. The stockholders of the Company, in a non-binding advisory
vote, recommended that the advisory vote on the compensation of
the Companys named executive officers occur annually (as opposed
to every 2 years or every 3 years):



Annually	Every 2 Years	Every 3 Years	Abstain	Broker Non-Votes
16,203,564	5,143,434	1,747,659	75,950	4,864,294

e. The appointment of KPMG LLP as the Companys independent public
accounting firm for the fiscal year ending December 31, 2017 was
ratified:



Votes For		Votes Against		Abstain		Broker Non-Votes
	27,978,913		41,225		14,763		4,864,294

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

>No.

Description

10.1 Amended and Restated Commercial Vehicle Group, Inc. 2014
Equity Incentive Plan.

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. Commercial Vehicle Group, Inc. (NASDAQ:CVGI) Recent Trading Information
Commercial Vehicle Group, Inc. (NASDAQ:CVGI) closed its last trading session down -0.39 at 8.67 with 197,194 shares trading hands.