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): September 30, 2013

 

 

Commercial Vehicle Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34365   41-1990662

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

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.

On September 30, 2013, Commercial Vehicle Group, Inc. (the “Company”) announced that C. Timothy Trenary has been appointed as Executive Vice President and Chief Financial Officer, commencing on October 7, 2013. Mr. Trenary will succeed Chad M. Utrup, who resigned from the Company on September 18, 2013 and will remain employed with the Company in a non-executive capacity from October 7, 2013 through November 1, 2013.

Mr. Trenary, age 57, served as Executive Vice President and Chief Financial Officer of ProBuild Holdings LLC, a privately held North American supplier of building materials, from 2010 to 2013. Prior to that, Mr. Trenary served as Senior Vice President & Chief Financial Officer of EMCON Technologies Holdings Limited, a privately held global automotive parts supplier, from 2008 to 2010, and as Vice President and Chief Financial Officer of DURA Automotive Systems, Inc., a publicly held global automotive parts supplier, from 2007 to 2008.

The compensation committee of the board of directors approved compensation for Mr. Trenary which will include a base salary of $425,000 and an annual bonus under the Company’s annual bonus plan based on a target bonus opportunity of 75% of Mr. Trenary’s base salary, pro rated for 2013 based on his start date. The Company will pay or reimburse all documented, reasonable and customary expenses related to Mr. Trenary’s relocation to central Ohio, with a maximum budget of $100,000. Mr. Trenary will receive a one-time signing bonus of $150,000, which will be recoverable by the Company if Mr. Trenary resigns or is terminated for cause within 24 months of his final relocation payment. The amount recoverable will be equal to 1/24th of the signing bonus for each full month left in the repayment period at the time of separation. Mr. Trenary will be eligible to receive equity and other long-term incentive awards under any applicable plan adopted by the Company during his employment for which similarly situated employees are generally eligible. Mr. Trenary will be granted, within thirty days of his hire, an award of 40,000 shares of restricted stock under the Company’s Fourth Amended and Restated Equity Incentive Plan, which will vest ratably over three years. Mr. Trenary will also be eligible to receive an additional cash-based performance award under the Company’s long-term incentive plan on terms and conditions no less favorable than those awards granted to other senior officers of the Company, except to the extent duplicative of the restricted stock and signing bonus awarded to Mr. Trenary in connection with his hiring. Mr. Trenary will be entitled to participate in any employee benefit plan that the Company has adopted or may adopt for the benefit of its employees generally, subject to satisfying applicable eligibility requirements, including the Company’s deferred compensation plan. Mr. Trenary’s employment will be subject to a change in control & non-competition agreement to be negotiated and entered into between Mr. Trenary and the Company.

A copy of Mr. Trenary’s offer letter is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

10.1    Offer Letter, dated September 27, 2013.

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.
September 30, 2013     By:   /s/ Richard P. Lavin
     

 

      Name: Richard P. Lavin
      Title: President and Chief Executive Officer

Exhibit 10.1

 

LOGO

September 27, 2013

Mr. Timothy Trenary

1220 Sandringham Way

Bloomfield Hills, Michigan 48301

Subject: Employment Offer

Dear Tim:

On behalf of Rich Lavin, I am pleased to extend the following offer of employment with Commercial Vehicle Group, Inc. (The “Company”).

 

Job Title Executive Vice President and Chief Financial Officer

 

Start Date Monday, October 7, 2013

 

Reports To Rich Lavin, President and Chief Executive Officer

 

Salary $425,000 if annualized, payable bi-weekly

 

Relocation The Company will pay or reimburse all documented, reasonable and customary expenses related to your relocation from Michigan to Central Ohio. Relocation benefits include home marketing assistance, temporary housing, costs associated with the sale and/or purchase of a home, and relocation of household goods. Relocation services may be provided by SIRVA on behalf of Commercial Vehicle Group. The maximum budget for your relocation is $100,000. Costs incurred in excess of the budget may be considered but are subject to specific review and additional approvals as expense overruns are incurred. All eligible expenses must be incurred and submitted within 12 months of your hire date in order to be eligible for relocation benefits.

 

Signing Bonus Within thirty (30) days of hire, you will be paid a one-time signing bonus in the amount of $150,000. This bonus is recoverable if you resign or are terminated for cause within two years of the payment date. The amount recoverable will be equal to 1/24 th of the signing bonus for each full month left in the repayment period at the time of separation.

 

Equity 
Incentives You will be eligible to receive equity and other long-term incentive awards under any applicable plan adopted by the Company during your employment term for which similarly situated employees are generally eligible. The level of participation in any such plan shall be determined at the sole discretion of the Board from time to time.

7800 Walton Parkway / New Albany, OH / 43054 / 614.289.5360

LOGO

 

  (a) You will be granted, within thirty (30) days of hire, an award of 40,000 shares of restricted stock pursuant to the terms of the Company’s Equity Incentive Plan. Such restricted stock will vest ratably over three years. The terms and conditions of the award shall be governed in all respects by the definitive documentation related to the grant of such award.

 

  (b) The Executive shall be eligible, pursuant to the terms of the Company’s long-term incentive plan, to receive an additional discretionary annual restricted cash award. The terms and conditions of such awards will be no less favorable than those awards granted to other senior officers of the Company, except to the extent duplicative of the restricted shares and signing bonus received at hire.

 

Bonus You will be eligible for an annual discretionary award targeted at 75% of your base compensation, pro-rated for 2013 based on your start date.

The 2013 Annual Incentive Plan measures are exclusively financial in nature and are tied to corporate and divisional Net Sales, Operating Profit Margin and Return on Average Invested Capital targets. Payouts range from 0% – 200% of target based on performance against plan.

 

Vacation Four weeks per calendar year, pro-rated for 2013.

 

Holidays Ten days, in accordance with annual observation calendar.

 

Group Benefits Hospital/Surgical/Medical, Dental and Vision insurance is available for you and all eligible dependents. Coverage is effective on the first day of the month following your date of hire. A bi-weekly payroll deduction will apply based on the type of coverage you select.

Group life insurance coverage equal to $750,000 is provided at no cost to you and with no medical exam required. This coverage is also effective on the first day of the month following your date of hire.

Short term disability coverage applies after 180 days of employment and provides disability pay at 100% of your base salary for the first two weeks and up to an additional 24 weeks at 60% of base salary.

Long term disability coverage takes effect following the exhaustion of your short term disability coverage.

All associates over the age of eighteen are eligible for enrollment in our 401(k) Savings Plan on the first day of the month following date of hire. Currently, the company matching contribution is fifty cents for every dollar contributed, up to 6% of annual salary. Matching contributions vest ratably over three years.

You will also be eligible to enroll in Commercial Vehicle Group’s Deferred Compensation Plan.

Details on our salaried benefit programs are enclosed with this letter. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.

 

Stock
Ownership Pursuant to the Company’s Stock Ownership Guidelines published March 7, 2011, executive officers are expected to own and hold shares of the Company’s common stock with a Value (as defined in the Stock Ownership Policy) equal to two times your annual base salary.

 

7800 Walton Parkway / New Albany, OH / 43054 / 614.289.5360

LOGO

 

Conditional This offer is contingent upon you successfully passing a background check and drug screen.

 

Change in
Control Your employment will be subject to a Change in Control and Non-Competition Agreement.

This offer will remain open through close of business on September 30, 2013. If you have any questions, please contact me directly at 614-289-0253.

On behalf of Rich Lavin, and all of us at CVG, we anticipate your positive response and look forward to welcoming you to the organization soon.

Sincerely,

/s/ Laura L. Macias

Laura L. Macias

Vice President Human Resources

 

7800 Walton Parkway / New Albany, OH / 43054 / 614.289.5360