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): March 23, 2020

 
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

 
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.
(a) Resignation of a Director
Patrick E. Miller, a member of the board of directors of Commercial Vehicle Group, Inc. (the “Company”) resigned from the board of directors effective March 23, 2020.
(b) Resignation of President & Chief Executive Officer
The Company announced that Patrick E. Miller, the Company’s President and Chief Executive Officer, was separated from the Company, effective March 23, 2020.
(c) Appointment of President & Chief Executive Officer
The board of directors of the Company appointed Harold C. Bevis as President and Chief Executive Officer of the Company, effective March 23, 2020. In addition, Mr. Bevis, a director since June 2014, will remain a member of the board of directors of the Company.
Mr. Bevis has 25 years of business leadership experience, 21 years of Director experience, including over 15 years as a CEO. He was a business leader at both GE and Emerson Electric. Most recently, Mr. Bevis was Chairman and CEO of Boxlight Corporation since January 2020 and a Director of Boxlight Corporation since March 2018. From October 2017 to February 2019, Mr. Bevis served as President of OmniMax International. From August 2012 to April 2017, Mr. Bevis served as President, Chief Executive Officer and Director of Xerium Technologies, Inc. Mr. Bevis earned a Master of Business Administration degree from Columbia Business School and a Bachelor of Science degree in Industrial Engineering from Iowa State University.
As part of Mr. Bevis’ appointment as President and Chief Executive Officer, the compensation committee of the board of directors approved compensation for Mr. Bevis, which will consist of a base salary of $500,000, subject to annual review and adjustment, and an annual bonus under the Company’s annual bonus plan as may be in effect from time to time, with a target equal to 100% of base salary, prorated for 2020 based on hire date, and with a guaranteed minimum payout of $375,000 for the 2020 plan year only. The Company also agreed to reimburse Mr. Bevis for documented, reasonable and customary relocation expenses. Mr. Bevis will also receive equity and other long-term incentive awards under any applicable plan adopted by the Company during the term of his employment for which employees are generally eligible and will be eligible to receive annual incentive awards under the Company’s 2014 Equity Incentive Plan, as amended, as outlined in his offer letter attached hereto as Exhibit 10.1. The terms of Mr. Bevis’ employment will be set forth in an employment agreement between Mr. Bevis and the Company.
 
Item 8.01.
Other Events.
On March 23, 2020, the Company issued a press release announcing the change in President and Chief Executive Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 




Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
 
 
 
 
Exhibit
No.
  
Description
 
 
 
 
 
Offer Letter of Harold C. Bevis.
  
Press release of the Company dated March 23, 2020 announcing CEO succession.
 
 
 




Forward Looking Statements

This Form 8-K contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions. In particular, this Form 8-K may contain forward-looking statements about Company expectations for future periods with respect to its plans to improve financial results and enhance the Company, the future of the Company’s end markets, including Class 8 and Class 5-7 North America truck build rates and performance of the global construction equipment business, expected cost savings, the Company’s initiatives to address customer needs, organic growth, the Company’s plans to focus on certain segments and markets and the Company’s financial position or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including but not limited to: (i) a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements; (ii) future financial restatements affecting the company; (iii) general economic or business conditions affecting the markets in which the Company serves; (iv) the Company's ability to develop or successfully introduce new products; (v) risks associated with conducting business in foreign countries and currencies; (vi) increased competition in the medium- and heavy-duty truck markets, construction, agriculture, aftermarket, military, bus and other markets; (vii) the Company’s failure to complete or successfully integrate strategic acquisitions and the impact of such acquisitions on business relationships; (viii) the Company’s ability to recognize synergies from the reorganization of the segments; (ix) the Company’s failure to successfully manage any divestitures; (x) the impact of changes in governmental regulations on the Company's customers or on its business; (xi) the loss of business from a major customer, a collection of smaller customers or the discontinuation of particular commercial vehicle platforms; (xii) the Company’s ability to obtain future financing due to changes in the lending markets or its financial position; (xiii) the Company’s ability to comply with the financial covenants in its debt facilities; (xiv) fluctuation in interest rates or change in the reference interest rate relating to the Company’s debt facilities; (xv) the Company’s ability to realize the benefits of its cost reduction and strategic initiatives and address rising labor and material costs; (xvi) volatility and cyclicality in the commercial vehicle market adversely affecting us; (xvii) the geographic profile of our taxable income and changes in valuation of our deferred tax assets and liabilities impacting our effective tax rate; (xviii) changes to domestic manufacturing initiatives; (xix) implementation of tax or other changes, by the United States or other international jurisdictions, related to products manufactured in one or more jurisdictions where the Company does business (xx) security breaches and other disruptions that could compromise our information systems; (xxi) the impact of disruptions in our supply chain or delivery chains; (xxii) litigation against us; (xxiii) the impact of health epidemics or widespread outbreak of contagious disease; and (xxiv) various other risks as outlined under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for fiscal year ending




December 31, 2019. There can be no assurance that statements made in this Form 8-K relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.






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.
 
 
 
 
March 26, 2020
 
 
 
By:
 
/s/ Aneezal H. Mohamed
 
 
 
 
Name:
 
Aneezal H. Mohamed
 
 
 
 
Title:
 
General Counsel



Exhibit 10.1 March 23, 2020 Harold Bevis Commercial Vehicle Group, Inc. 7800 Walton Parkway New Albany, OH 43054 Dear Harold, On behalf of the Board of Directors (the “Board”) of Commercial Vehicle Group, Inc. (the “Company”), I am pleased to inform you that the independent directors of the Board unanimously appointed you President and Chief Executive Officer of the Company effective March 23, 2020. You will continue to be a member of the Board. In connection with your appointment as President and Chief Executive Officer, the compensation committee of the Board approved compensation for you, which will consist of a base salary of $500,000, subject to annual review and adjustment, and an annual bonus under the Company’s annual bonus plan as may be in effect from time to time, with a target equal to 100% of base salary, prorated for 2020 based on hire date, and with a guaranteed minimum payout of $375,000 for the 2020 plan year only. The Company will pay or reimburse all documented, reasonable and customary expenses related to your relocation 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 including expenses incurred in transit. All eligible expenses must be incurred and submitted within 12 months of your hire date in order to be eligible for relocation benefits. All relocation expenses paid or reimbursed by the Company are recoverable if you resign or are terminated for cause within 24 months of your final relocation payment. The amount recoverable will be equal to 1/24th of the reimbursement for each full month left in the repayment period at the time of separation. 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 compensation committee of the Board from time to time. Awards under the plan may be issued in restricted stock, performance shares and/or restricted cash awards under terms and conditions that are no less favorable than those awards granted to similarly situated officers of the Company. For the 2020 Plan year, your long term incentive plan target is set at $1,800,000, on terms to be determined by the compensation committee of the Board, distributed as follows: • 25%, or $450,000, will be issued in the form of time vested RSUs; • 25%, or $450,000, will be issued in the form of performance shares tied to relative performance of TSR as compared to the established peer group. The performance shares will be settled in CVGI stock, with a payout that may range from 0% to 200% based on performance; 7800 Walton Parkway  New Albany, OH  43054  614.289.5360

 
• 25%, or $450,000, will be issued in the form of restricted cash tied to relative performance of TSR as compared to the established peer group. Payouts may range from 0 – 200% based on performance; and • 25%, or $450,000, will be in the form of a strategic two year discretionary cash award tied to the completion of agreed upon goals and objectives. The payout may range from 0% to 300% based on performance. The terms of your employment will be set forth in an employment agreement between you and the Company. Sincerely, /s/ Robert C. Griffin Robert C. Griffin Chairman of the Board of Directors Commercial Vehicle Group, Inc. 7800 Walton Parkway  New Albany, OH  43054  614.289.5360

 
Exhibit 99.1 Investor Contact: Kirk Feiler, Investor Relations Commercial Vehicle Group, Inc. (614) 289-0195 For Immediate Release COMMERCIAL VEHICLE GROUP ANNOUNCES CEO TRANSITION NEW ALBANY, OHIO, March 23, 2020 – Commercial Vehicle Group, Inc. (the “Company” or “CVG”) (NASDAQ: CVGI), a leading supplier of fully-integrated system solutions for the global commercial vehicle market, announced today that the independent members of its Board of Directors has unanimously appointed Harold C. Bevis as President and Chief Executive Officer, replacing Patrick E. Miller effective immediately. Mr. Bevis will also remain a Director of the Company. Chairman of the Board of Directors, Robert C. Griffin noted, “I have worked closely with Harold as a fellow director at CVG for nearly six years and believe he is the right leader for the company at this time. Harold has extensive expertise building and growing global businesses, as well as more than a combined 20 years of experience in the electrical, electronics and plastics industries. Under his leadership, he has successfully led several business transformations centered on growth, cost optimization, and strengthening the balance sheet. I look forward to working with Harold in his new capacity as he and the dedicated CVG associates around the world execute our long-term objectives and deliver world-class service to our customers.” Mr. Griffin added, “Pat Miller brought extraordinary energy and dedication to his role as Chief Executive Officer, and I am grateful to him for the passion and leadership he has shown throughout his career at CVG. He leaves here with our thanks for his many accomplishments and our best wishes for the future.” Mr. Harold Bevis said, “It has been a privilege to serve as an independent director at CVG and I am excited to continue my work in my new role as President and Chief Executive Officer. Despite the difficult external environment, I am confident that the Company is well-positioned for long-term growth. We have untapped opportunities to embrace new technologies and innovation and to challenge the status quo as we work to improve our operating performance and achieve disciplined growth. I, along with our Board, believe strongly in CVG’s strategy to enhance growth in alignment with favorable macro-economic trends in electronics and electrification, while at the same time diversifying our end market exposure to mitigate cyclicality. However, the pace at which this strategy is implemented must accelerate.” “The broader macro-economic uncertainty spurred by the COVID-19 pandemic is something we are monitoring closely. The health and safety of our employees remains our priority and we will provide updates to all of our stakeholders at appropriate intervals,” concluded Mr. Bevis. Mr. Bevis, who most recently served as Chairman and Chief Executive Officer of Boxlight, Inc., has served as an independent director on CVG’s Board of Directors since June 2014, giving him a strong command of the Company’s operations and capabilities which will enable a smooth transition for employees, customers, suppliers and shareholders. Mr. Bevis brings more than 25 years of manufacturing and business leadership experience to the role, including more than 19 years in chief executive officer roles.

 
Prior to joining Boxlight, Bevis served as President of OmniMax International, Inc. and President and Chief Executive Officer of Xerium Technologies. His leadership and governance experience have spanned a variety of industries and more than 20 countries. Bevis holds an MBA from Columbia Business School and a Bachelor of Science in industrial engineering from Iowa State University. About Commercial Vehicle Group, Inc. Commercial Vehicle Group, Inc. (through its subsidiaries) is a leading supplier of electrical wire harnesses, seating systems, and a full range of other cab related products for the global commercial vehicle markets, including the medium- and heavy-duty truck, medium- and heavy-construction vehicle, military, bus, agriculture, specialty transportation, mining, industrial equipment and off-road recreational markets. Information about the Company and its products is available on the internet at www.cvgrp.com. ###