Form 8-K - Current report

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 26, 2023

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CVGI	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2023, the Board of Directors of Commercial Vehicle Group, Inc. (the “Company”) elected Melanie K. Cook to the Board of Directors (“Board”) of the Company, effective September 26, 2023, to serve until the 2024 annual meeting of stockholders or until her successor is elected and qualified. The committees of the Board on which Ms. Cook (51 years old) initially will serve are the Audit Committee and the Compensation Committee.

Ms. Cook retired as Chief Operating Officer of GE Appliances (a global appliance manufacturer and a Haier Company). Her professional experience includes: Chief Operating Officer of GE Appliances from 2017 until retirement in 2021; previously Vice President Sourcing from 2014 to 2017. Prior to GE Appliances, she held multiple roles within General Electric including within the Corporate Audit Staff. Ms. Cook’s public company board experience includes serving as an independent Director of Badger Meter, Inc. (BMI: NYSE) since February 2022, where she serves on the Audit and Compliance Committee of the Board. Ms. Cook holds a Bachelor of Science in Business Administration, with a specialty in Decision and Information Sciences from the University of Florida.

Ms. Cook will receive compensation consistent with the Company’s other non-employee directors as described under “Director Compensation” in the Company’s Proxy Statement with respect to the Company’s Annual Meeting of Stockholders held on May 11, 2023 filed with the U.S. Securities and Exchange Commission on April 14, 2023.

Item 7.01. Regulation FD.

On October 2, 2023, the Company issued a press release announcing the election of Melanie K. Cook to the Board of Directors of the Company. 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

99.1						Press release of the Company dated October 2, 2023 announcing election of Melanie K. Cook to the Board of Directors of the Company.

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.

October 2, 2023

By:

/s/ Aneezal H. Mohamed

Name:

Aneezal H. Mohamed

Title:

Chief Legal Officer

Exhibit 99.1

CVG ANNOUNCES ELECTION OF MELANIE K. COOK TO BOARD OF DIRECTORS

NEW ALBANY, Ohio, October 2, 2023 (GLOBE NEWSWIRE) – Commercial Vehicle Group (the “Company” or “CVG”) (NASDAQ: CVGI) announced today that its Board of Directors (the “Board”) has elected Melanie K. Cook as an independent director to the Board, effective September 26, 2023. Ms. Cook will serve on the Audit and Compensation committees of the Board. Ms. Cook will stand for re-election at the Company’s 2024 Annual Meeting of Stockholders.

Ms. Cook, 51, brings tremendous operating experience and expertise in a multitude of business areas. Ms. Cook retired as Chief Operating Officer of GE Appliances (a global appliance manufacturer and a Haier Company). Her professional experience includes: Chief Operating Officer of GE Appliances from 2017 until retirement in 2021; previously Vice President Sourcing from 2014 to 2017. Prior to GE Appliances, she held multiple roles within General Electric including within the Corporate Audit Staff. Ms. Cook’s nearly 30 years of global experience includes business unit leadership roles with full profit and loss responsibility, product lifecycle management, digitization, end-to-end supply chain, global sourcing and finance/audit across multiple industries globally. Ms. Cook’s public company board experience includes serving as an independent Director of Badger Meter, Inc. (BMI: NYSE) since February 2022, where she serves on the Audit and Compliance Committee of the Board. Ms. Cook holds a Bachelor of Science in Business Administration, with a specialty in Decision and Information Sciences, from the University of Florida.

Ms. Cook stated, “It is an honor to join CVG’s Board and I look forward to adding my perspective to the Board room.”

Robert Griffin, Chairman of the Board, welcomed Director Cook to the Board. Mr. Griffin added, “We are very pleased to have Ms. Cook join the CVG Board, bringing tremendous skills and significant experience in areas of critical importance to the Company and enhancing our Board’s capabilities as we guide the Company through the execution of its strategy.”

About CVG

At CVG, we deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve. Information about the Company and its products is available on the internet at www.cvgrp.com.

Investor Relations Contact:

Ross Collins or Stephen Poe

Alpha IR Group

CVGI@alpha-ir.com

Media Contact:

Patrick Woolford

Patrick.woolford@cvgrp.com

###

Cover	Jun. 01, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 26, 2023
Entity Registrant Name	Commercial Vehicle Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34365
Entity Tax Identification Number	41-1990662
Entity Address, Postal Zip Code	43054
City Area Code	614
Local Phone Number	289-5360
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CVGI
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001290900
Amendment Flag	false
Entity Address, Address Line One	7800 Walton Parkway
Entity Address, City or Town	New Albany
Entity Address, State or Province	OH