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 15, 2015

 

 

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 5.03 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 declassify the Company’s Board of Directors and provide for the annual election of directors. 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 5.07. 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 15, 2015 in New Albany, Ohio (the “Annual Meeting”), the stockholders of the Company (i) approved a proposal amending the Company’s Amended and Restated Certificate of Incorporation to declassify the Company’s Board of Directors and providing for the annual election of directors; (ii) approved a proposal electing the persons listed below to serve as directors of the Company until the 2016 Annual Meeting of Stockholders; (iii) did not approve an amendment to the Company’s Amended and Restated By-Laws to designate Delaware Chancery Court as the exclusive forum for certain legal actions; (iv) approved, by a non-binding advisory vote, a proposal on the compensation of the Company’s executive officers; and (v) ratified a proposal appointing KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2015 (the “Proxy Statement”).

The number of shares of common stock entitled to vote at the Annual Meeting was 30,026,360 shares, representing the number of the Company’s shares outstanding as of March 26, 2015, 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 proposal regarding amendments to the Company’s Amended and Restated Certificate of Incorporation to declassify the Company’s Board of Directors and providing for the annual election of directors was approved:

 

Votes For

 

Votes
Against

   

Abstain

   

Broker
Non-Votes

 
24,045,162     133,143        4,362        3,570,734   

 

  b. The following directors were elected for terms expiring at the Company’s Annual Meeting in 2016:

 

Name

   Votes For      Votes
Withheld 		     Broker
Non-Votes 		 

Harold C. Bevis

     23,751,971         430,696         3,570,734   

Roger L. Fix

     23,763,137         419,530         3,570,734   

 

  c. The proposal regarding an amendment to the Company’s Amended and Restated By-Laws to designate Delaware Chancery Court as the exclusive forum for certain legal actions was not approved:

 

Votes For

 

Votes
Against

   

Abstain

   

Broker
Non-Votes

 
12,957,382     11,050,762        174,523        3,570,734   

 

  d. The non-binding advisory proposal to approve the compensation of the named executive officers as disclosed in the Proxy Statement was approved:

 

Votes For

 

Votes
Against

   

Abstain

   

Broker
Non-Votes

 
23,097,898     1,068,813        15,956        3,570,734   

 

  e. The appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2015 was ratified:

 

Votes For

 

Votes
Against

   

Abstain

   

Broker
Non-Votes

 
27,518,496     224,210        10,695        0   

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

  

Description

3.1    Certificate of Amendment, dated May 15, 2015, of the Amended and Restated Certificate of Incorporation of Commercial Vehicle Group, Inc.

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 15, 2015 By:

/s/ Brent A. Walters

Name: Brent A. Walters
Title: SVP, General Counsel and Secretary

Exhibit Index

 

Exhibit
No.

  

Description

3.1    Certificate of Amendment, dated May 15, 2015, of the Amended and Restated Certificate of Incorporation of Commercial Vehicle Group, Inc.

 

4

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

COMMERCIAL VEHICLE GROUP, INC.

* * * * *

Adopted in accordance with the provisions

of §242 of the General Corporation Law

of the State of Delaware

* * * * *

Commercial Vehicle Group, Inc. (the “ Corporation ”), a corporation organized and existing under the laws of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST : Paragraph (H) of ARTICLE V of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

(H) Commencing with the 2015 annual meeting of stockholders, at each annual meeting of stockholders, directors of the Corporation shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders, and until his or her successor shall have been duly elected and qualified, subject to his or her earlier death, resignation, retirement or removal from service as a director. If any such election shall be not so held, such election shall take place at a stockholders’ meeting called and held in accordance with the DGCL. The directors of the Corporation elected at or prior to the annual meeting of stockholders held in 2014 shall serve for the remainder of the term to which such director was elected or until such director’s earlier death, resignation, retirement or removal from service as a director.

SECOND : The Board of Directors of the Corporation approved this Certificate of Amendment at a meeting held on March 12, 2015, and directed that such Certificate of Amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration and approval.

THIRD : This Certificate of Amendment was adopted by the approval of the stockholders of the Corporation at an annual meeting of the stockholders held on May 15, 2015 in accordance with the provisions of Sections 211, 222 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed this 15th day of May, 2015.

 

COMMERCIAL VEHICLE GROUP, INC.,
a Delaware corporation
By:     /s/   Brent A. Walters
Name: Brent A. Walters
Title: SVP, General Counsel, Chief Compliance Officer and Secretary