Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Commercial Vehicle Group, Inc. | c64673e8vk.htm |
| EX-10.1 - EX-10.1 - Commercial Vehicle Group, Inc. | c64673exv10w1.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
COMMERCIAL VEHICLE GROUP, INC.
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
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: The first sentence of ARTICLE IV of the Amended and Restated
Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as
follows:
The total number of shares of all classes of capital stock which the
Corporation shall have the authority to issue is sixty-five million (65,000,000)
shares, of which:
Sixty million (60,000,000) shares, par value $0.01 per share, shall be
shares of common stock (the “Common Stock”); and
Five million (5,000,000) shares, par value $0.01 per share, shall be shares
of preferred stock (the “Preferred Stock”).
SECOND: The Board of Directors of the Corporation approved this Certificate of
Amendment at a meeting held on March 8, 2011, 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 12, 2011
in accordance with the provisions of Sections 211, 222 and 242 of the General Corporation
Law of the State of Delaware.
2
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment
to be executed this 12th day of May, 2011.
| COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation |
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| By: | /s/ Chad M. Utrup | |||
| Name: | Chad M. Utrup | |||
| Title: | Executive Vice President and Chief Financial Officer |
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