Form 8-K












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 16, 2013



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))




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 2013 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 16, 2013. The proposals below are described in detail in the Company’s definitive proxy statement (the “Proxy Statement”). The number of shares of common stock entitled to vote at the Annual Meeting was 29,365,754 shares, representing the number of the Company’s shares outstanding as of the record date, or March 18, 2013.


  a. The following directors were elected for terms expiring at the Company’s Annual Meeting in 2016:




Voted For


Voted Withheld


Broker Non-Votes

Scott C. Arves

  20,623,176   685,285   6,115,533

Robert C. Griffin

  19,994,983   1,313,478   6,115,533

Richard A. Snell

  20,608,547   699,914   6,115,533


  b. 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

Against Proposal




Broker Non-Votes


  749,455   59,693   6,115,533


  c. The appointment of KPMG LLP as our independent public accounting firm for the fiscal year ending December 31, 2013 was ratified:


Shares Voted for



Shares Voted

Against Proposal




Broker Non-Votes


  100,112   68,444   —  


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 17, 2013     By:  

/s/ Chad M. Utrup

    Name:   Chad M. Utrup
    Title:   Chief Financial Officer