0001290900FALSE00012909002025-04-072025-04-07
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): April 1, 2025
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-34365 |
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41-1990662 |
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(Commission |
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(I.R.S. Employer |
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File Number) |
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Identification No.) |
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7800 Walton Parkway, New Albany, Ohio |
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43054 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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).
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| Emerging growth company |
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| 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. |
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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.
The Compensation Committee of the Board of Directors (the “Board”) of Commercial Vehicle Group, Inc. (the “Company”) believes it is in the best interest of the Company and its stockholders to ensure continuity of leadership and as such, effective April 1, 2025, authorized retention agreements between the Company and the following named executive officers (“NEOs”): Andy Cheung, Chief Financial Officer; Aneezal Mohamed, Chief Legal Officer, Corporate Secretary and Compliance Officer; and Kristin Mathers, Chief Human Resource Officer. The Compensation Committee believes that Mr. James Ray, the President and Chief Executive Officer, is adequately covered by his change-in-control agreement.
For each NEO, a retention bonus shall be earned and become payable in full on March 31, 2027 (the “Vesting Date”), subject to continued employment through the Vesting Date; provided, however that in the event that the NEOs employment is terminated by the Company without cause on or prior to the Vesting Date, the retention bonus will become earned and payable. In the event the NEOs employment with the Company terminates for any reason other than by the Company without cause prior to the Vesting Date, the retention bonus will be forfeited. The retention bonus for Mr. Cheung is $480,000; Mr. Mohamed is $290,000; and Mr. Mathers is $285,000.
The foregoing description of the retention agreements do not purport to be complete and is qualified in its entirety by the full text of each NEOs retention agreement, a copy of each of which is incorporated by reference and attached hereto as Exhibit 10.1, 10.2, and 10.3, respectively.
On April 2, 2025, Robert C. Griffin, a director of the Company since July 2005, and current Chairman of the Board of the Company, informed the Company that he will be retiring from the Board of the Company, without standing for re-election at the 2025 Annual Meeting of Stockholders.
Upon Mr. Griffin’s retirement from the Board, it is expected that Mr. William C. Johnson will become the Chairman of the Board.
Item 7.01 Regulation FD Disclosure.
The information set forth under Item 5.02 is incorporated into this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
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Retention Agreement between the Company and Andy Cheung dated April 1, 2025. |
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Retention Agreement between the Company and Aneezal Mohamed dated April 1, 2025. |
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Retention Agreement between the Company and Kristin Mathers dated April 1, 2025. |
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Press release of the Company dated April 4, 2025. |
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.
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COMMERCIAL VEHICLE GROUP, INC. |
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| April 4, 2025 |
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By: |
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/s/ Aneezal H. Mohamed |
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Name: |
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Aneezal H. Mohamed |
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Title: |
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Chief Legal Officer |
EX-10.1
2
exhibit10-1retentionagreem.htm
EX-10.1
Document
Exhibit 10.1
April 1, 2025
To: Andy Cheung, EVP & CFO
From: James Ray, President and CEO
Re: Retention Bonus Letter Agreement
Andy,
Pursuant to the terms of this agreement (the “Agreement”), Commercial Vehicle Group, Inc. (the “Company” or “CVG”) is pleased to award you a retention bonus in an aggregate amount of $480,000 (the “Retention Bonus”), subject to regular tax withholdings and other authorized deductions. The Company believes it is in the best interest of the Company and its stockholders to ensure continuity of leadership as set forth in this Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in that certain change in control agreement between you and the Company.
1. Payment of Retention Bonus. The Retention Bonus shall be earned and become payable in full on March 31, 2027 (the “Vesting Date”), subject to your continued employment through the Vesting Date, and shall be paid to you on or within 10-days following the Vesting Date; provided, however that in the event that your employment is terminated by the Company without Cause on or prior to the Vesting Date, the Retention Bonus will be paid to you within 30 days following such termination of employment. In the event that your employment with the Company terminates for any reason other than by the Company without Cause prior to the Vesting Date, you shall forfeit the Retention Bonus.
2. This Agreement does not change the at-will nature of your employment relationship with the Company and does not guarantee your employment or any other form of compensation for any specified period.
3. The Retention Bonus opportunity does not affect your base pay or any other incentives you may be eligible for with the Company.
4. Amendment and Termination. The Agreement may only be amended by a written instrument executed by the Company and you.
5. Governing Law. The Agreement shall be construed in accordance with and governed by the laws of the State of Ohio, without regard to principles of conflict of laws.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
6. This Retention Bonus opportunity is only being made available to a select few leaders, as such, by signing this Agreement, you agree to keep this Agreement confidential.
To indicate your agreement to the terms of this Agreement, sign and return this Agreement to Kristin Mathers at Kristin.Mathers@cvgrp.com by April 1, 2025. Please let me know if you have any questions about the terms of this Agreement.
We recognize and appreciate your efforts on behalf of CVG and look forward to creating value together.
Sincerely,
James Ray
James Ray
CEO
Agreement Acknowledgement:
_/s/ Andy Cheung__________________________
Employee Signature
Employee Name: __Andy Cheung______________
7800 Walton Parkway New Albany, OH 43054 614.289.5360
EX-10.2
3
exhibit10-2retentionagreem.htm
EX-10.2
Document
Exhibit 10.2
April 1, 2025
To: Aneezal Mohamed, CLO, Corporate Secretary and Compliance Officer
From: James Ray, President and CEO
Re: Retention Bonus Letter Agreement
Aneezal,
Pursuant to the terms of this agreement (the “Agreement”), Commercial Vehicle Group, Inc. (the “Company” or “CVG”) is pleased to award you a retention bonus in an aggregate amount of $290,000 (the “Retention Bonus”), subject to regular tax withholdings and other authorized deductions. The Company believes it is in the best interest of the Company and its stockholders to ensure continuity of leadership as set forth in this Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in that certain change in control agreement between you and the Company.
1. Payment of Retention Bonus. The Retention Bonus shall be earned and become payable in full on March 31, 2027 (the “Vesting Date”), subject to your continued employment through the Vesting Date, and shall be paid to you on or within 10-days following the Vesting Date; provided, however that in the event that your employment is terminated by the Company without Cause on or prior to the Vesting Date, the Retention Bonus will be paid to you within 30 days following such termination of employment. In the event that your employment with the Company terminates for any reason other than by the Company without Cause prior to the Vesting Date, you shall forfeit the Retention Bonus.
2. This Agreement does not change the at-will nature of your employment relationship with the Company and does not guarantee your employment or any other form of compensation for any specified period.
3. The Retention Bonus opportunity does not affect your base pay or any other incentives you may be eligible for with the Company.
4. Amendment and Termination. The Agreement may only be amended by a written instrument executed by the Company and you.
5. Governing Law. The Agreement shall be construed in accordance with and governed by the laws of the State of Ohio, without regard to principles of conflict of laws.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
6. This Retention Bonus opportunity is only being made available to a select few leaders, as such, by signing this Agreement, you agree to keep this Agreement confidential.
To indicate your agreement to the terms of this Agreement, sign and return this Agreement to Kristin Mathers at Kristin.Mathers@cvgrp.com by April 1, 2025. Please let me know if you have any questions about the terms of this Agreement.
We recognize and appreciate your efforts on behalf of CVG and look forward to creating value together.
Sincerely,
James Ray
James Ray
CEO
Agreement Acknowledgement:
_/s/ Aneezal Mohamed________________________
Employee Signature
Employee Name: __Aneezal Mohamed____________
7800 Walton Parkway New Albany, OH 43054 614.289.5360
EX-10.3
4
exhibit10-3retentionagreem.htm
EX-10.3
Document
Exhibit 10.3
April 1, 2025
To: Kristin Mathers, CHRO
From: James Ray, President and CEO
Re: Retention Bonus Letter Agreement
Kristin,
Pursuant to the terms of this agreement (the “Agreement”), Commercial Vehicle Group, Inc. (the “Company” or “CVG”) is pleased to award you a retention bonus in an aggregate amount of $285,000 (the “Retention Bonus”), subject to regular tax withholdings and other authorized deductions. The Company believes it is in the best interest of the Company and its stockholders to ensure continuity of leadership as set forth in this Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in that certain change in control agreement between you and the Company.
1. Payment of Retention Bonus. The Retention Bonus shall be earned and become payable in full on March 31, 2027 (the “Vesting Date”), subject to your continued employment through the Vesting Date, and shall be paid to you on or within 10-days following the Vesting Date; provided, however that in the event that your employment is terminated by the Company without Cause on or prior to the Vesting Date, the Retention Bonus will be paid to you within 30 days following such termination of employment. In the event that your employment with the Company terminates for any reason other than by the Company without Cause prior to the Vesting Date, you shall forfeit the Retention Bonus.
2. This Agreement does not change the at-will nature of your employment relationship with the Company and does not guarantee your employment or any other form of compensation for any specified period.
3. The Retention Bonus opportunity does not affect your base pay or any other incentives you may be eligible for with the Company.
4. Amendment and Termination. The Agreement may only be amended by a written instrument executed by the Company and you.
5. Governing Law. The Agreement shall be construed in accordance with and governed by the laws of the State of Ohio, without regard to principles of conflict of laws.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
6. This Retention Bonus opportunity is only being made available to a select few leaders, as such, by signing this Agreement, you agree to keep this Agreement confidential.
To indicate your agreement to the terms of this Agreement, sign and return this Agreement to Aneezal Mohamed at Aneezal.Mohamed@cvgrp.com by April 1, 2025. Please let me know if you have any questions about the terms of this Agreement.
We recognize and appreciate your efforts on behalf of CVG and look forward to creating value together.
Sincerely,
James Ray
James Ray
CEO
Agreement Acknowledgement:
_/s/ Kristin Mathers________________________
Employee Signature
Employee Name: __Kristin Mathers____________
7800 Walton Parkway New Albany, OH 43054 614.289.5360
EX-99.1
5
prexhibit99-1xfinal.htm
EX-99.1
Document
Exhibit 99.1
BOARD MEMBER ROBERT GRIFFIN TO RETIRE; WILLIAM JOHNSON TO BECOME CHAIRMAN OF THE BOARD
NEW ALBANY, OHIO (April 3, 2025) - Commercial Vehicle Group, Inc. (the “Company” or “CVG”) announced the retirement of Robert C. Griffin, from the Board of Directors of the Company, effective May 15, 2025, without standing for re-election at the 2025 annual meeting of stockholders.
Mr. Griffin has served as a Director since 2005 and is the current Chairman of the Board. Mr. Griffin’s retirement is not as a result of any disagreement with the Company, its management, the Board or any committee of the Board. It is expected that William C. Johnson will serve as the Chairman of the Board following Mr. Griffin’s retirement.
The Chairman of the Nominating, Governance and Sustainability Committee, Michael Nauman, thanked Mr. Griffin for his service and leadership on the Board. "Bob has been an invaluable contributor to the Board since the Company's earliest days and provided extraordinary leadership to the Board and the Company during his tenure. On behalf of the entire Board of Directors, I want to express my appreciation for Bob’s contributions as we worked together to support the Company's strategic goals and priorities."
Mr. Griffin said, "It has been a privilege to serve the shareholders of CVG for 20 years. It has been gratifying to work with the Board and management at CVG and I look forward to following their future success." He added, " I wish my fellow directors, and CVG the very best."
Company Contact
Andy Cheung
Chief Financial Officer
CVG
IR@cvgrp.com
Investor Relations Contact
Ross Collins or Stephen Poe
Alpha IR Group
CVGI@alpha-ir.com
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.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained herein that are not statements of historical fact, including without limitation, certain statements herein regarding industry outlook, the Company’s expectations for future periods with respect to its plans to improve financial results, the future of the Company’s end markets changes in the Class 8 and Class 5-7 North America truck build rates, performance of the global construction and agricultural equipment business, the Company’s prospects in the wire harness and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment, including global supply chain constraints, inflation and labor shortages, tariffs and counter-measures, financial covenant compliance, anticipated effects of acquisitions or divestitures, production of new products, plans for capital expenditures and our results of operations or financial position and liquidity, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions, as they relate to us, are intended to identify forward-looking statements. The important factors discussed in “Item 1A - Risk Factors” in the Company’s Annual Report on Form 10-K, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Such forward-looking statements represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations. Additionally, various economic and competitive factors could cause actual results to differ materially from those discussed in such forward-looking statements, including, but not limited to, factors which are outside our control.
Any forward-looking statement that we make in this press release speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.
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