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Registrant’s telephone number, including area code: i614-i289-5360
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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon
Stock, par value $0.1 per share
iCVGI
iThe 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
i☐
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.
At the virtual Annual Meeting of Stockholders of Commercial Vehicle Group, Inc. (the “Company”), held on May 26, 2021 (the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s Amended and Restated By-Laws to add a provision to designate Delaware Chancery Court as the exclusive forum for certain legal actions. The foregoing description of the By-Laws amendment is qualified in its entirety by reference to the full text of the By-Laws
amendment, which is filed as Exhibit 3.2 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, the stockholders of the Company (i) approved a proposal electing the persons listed below to serve as directors of the Company until the 2022 Annual Meeting of Stockholders; (ii) ratified a proposal appointing KPMG LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2021; and (iii) approved, by a non-binding advisory vote, a proposal on the compensation of the Company’s named executive officers. Additionally, the stockholders of the Company approved an amendment to the Company’s By-Laws as disclosed in Item 5.03 of this Current Report on Form 8-K. The proposals are described in detail in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on April 27, 2021 (the “Proxy Statement”).
The number of shares of common stock entitled to vote at the Annual Meeting was 32,643,188 shares, representing the number of the Company’s shares outstanding as of April 15, 2021, 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 following directors were elected for terms expiring at the Company’s Annual Meeting in 2022:
Name
Votes
For
Votes Withheld
Broker Non-Votes
Harold C. Bevis
23,178,218
196,903
3,210,924
Roger L. Fix
23,047,711
327,410
3,210,924
Robert C. Griffin
23,155,990
219,131
3,210,924
Wayne
M. Rancourt
23,115,723
259,398
3,210,924
James R. Ray
23,153,218
221,903
3,210,924
Janice E. Stipp
22,352,083
1,023,038
3,210,924
b.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 approved:
Votes For
Votes Against
Abstain
Broker Non-Votes
22,577,234
767,793
30,094
3,210,924
c.The
appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2021 was ratified:
Votes For
Votes Against
Abstain
Broker Non-Votes
26,046,031
49,990
490,024
0
d.The
non-binding advisory proposal to approve the compensation of the named executive officers was approved:
Amendment
to the Amended and Restated By-Laws of the Company, Article VII, Exclusive Forum.
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.
