Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - Commercial Vehicle Group, Inc. | c64673exv3w1.htm |
| EX-10.1 - EX-10.1 - Commercial Vehicle Group, Inc. | c64673exv10w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 12, 2011
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At the 2011 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 12, 2011, the
stockholders of Commercial Vehicle Group, Inc. (the “Company”) approved the Company’s Fourth
Amended and Restated Equity Incentive Plan (the “Plan”).
The Plan was amended to increase the number of shares of common stock that may be issued under the
Plan from 3,200,000 shares to 4,600,000 shares. Previously, an aggregate of 3,200,000 shares of
the Company’s common stock were reserved for issuance under the Third Amended and Restated Equity
Incentive Plan.
The Company’s directors, officers, employees and other individuals performing services for, or to
whom an offer of employment has been extended by us, are eligible to participate in the Plan.
The Plan was approved, subject to stockholder approval, by the Company’s Board of Directors, upon
the recommendation of its Compensation Committee on March 8, 2011. 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 1, 2011. 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.
To comply with the requirement in our Amended and Restated Certificate of Incorporation that the
three classes of the Company’s Board of Directors be as nearly equal in size as is practicable,
Mervin Dunn, who was previously a member of Class II, had volunteered to stand for re-election as a
Class I director at the Annual Meeting. Upon his election as a Class I director at the Annual
Meeting, Mr. Dunn resigned as a Class II director, and will continue his service on the Board of
Directors as a Class I director.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the Annual Meeting, the Company’s stockholders approved an amendment (the “Certificate of
Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the
number of shares of common stock authorized for issuance from 30,000,000 shares to 60,000,000
shares. The increase in the number of authorized shares of the Company’s common stock was effected
pursuant to a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the
“Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on May 12,
2011 and was effective as of such date. 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. |
The following are the voting results on each matter submitted to the Company’s stockholders at the
Annual Meeting. The proposals below are described in detail in the Proxy Statement. The
number of shares of common stock entitled to vote at the Annual Meeting was 28,780,198 shares,
representing the number of the Company’s shares outstanding as of the record date, or March 16,
2011.
| a. | The following directors were elected for terms expiring at the Company’s Annual Meeting in 2014: |
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
David R. Bovee |
21,243,320 | 749,333 | 5,565,501 | |||||||||
Mervin Dunn |
21,228,582 | 764,071 | 5,565,501 | |||||||||
| b. | The amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance from 30,000,000 shares to 60,000,000 shares was approved: |
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| Shares Voted for | Shares Voted | |||||
| Proposal | Against Proposal | Abstain | Broker Non-Votes | |||
26,722,929
|
824,706 | 10,519 | 0 |
| c. | The Fourth Amended and Restated Equity Incentive Plan was approved: |
| Shares Voted for | Shares Voted | |||||
| Proposal | Against Proposal | Abstain | Broker Non-Votes | |||
| 18,425,286 | 3,553,467 | 13,900 | 5,565,501 |
| d. | The non-binding advisory proposal to approve the compensation of the named executive officers as disclosed in the Proxy Statement was approved: |
| Shares Voted for | Shares Voted | |||||
| Proposal | Against Proposal | Abstain | Broker Non-Votes | |||
| 21,123,860 | 846,490 | 22,303 | 5,565,501 |
| e. | The non-binding advisory proposal on the frequency of the advisory vote on executive compensation received the following votes: |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 12,167,646 | 804,338 | 9,008,054 | 12,615 | 5,565,501 |
| The option of every 1 year received the highest number of votes in the non-binding advisory proposal on the frequency of the advisory vote on executive compensation. In line with this recommendation by the Company’s stockholders, the Company’s Board of Directors has decided that it will include an advisory shareholder vote on executive compensation in its proxy materials every year until the next advisory vote on the frequency of shareholder votes on executive compensation. | |||
| f. | The appointment of Deloitte & Touche LLP as our independent public accounting firm for the fiscal year ending December 31, 2011 was ratified: |
| Shares Voted for | Shares Voted | |||||
| Proposal | Against Proposal | Abstain | Broker Non-Votes | |||
| 27,169,484 | 387,256 | 1,414 | 0 |
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
3.1
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Commercial Vehicle Group, Inc. | |
10.1
|
Fourth Amended and Restated Equity Incentive Plan. |
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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 13, 2011 | By: | /s/ Chad M. Utrup | ||
| Name: | Chad M. Utrup | |||
| Title: | Chief Financial Officer | |||
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