8-K

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 18, 2013

Commercial Vehicle Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34365	41-1990662
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On September 18, 2013, Chad Utrup resigned as the Chief Financial Officer of Commercial Vehicle Group, Inc. (the “Company”). Mr. Utrup will leave the Company effective November 1, 2013 to pursue an outside opportunity.

In connection with Mr. Utrup’s resignation, the Compensation Committee of the Board of Directors agreed to cause all of Mr. Utrup’s outstanding shares of restricted stock to vest on or prior to the date of his departure, including 31,006 shares of restricted stock that are scheduled to vest on October 20, 2013 and 27,510 shares of restricted stock that were scheduled to vest after 2013, in exchange for his long time service to the Company and his assistance with an orderly transition of his responsibilities.

A copy of the press release announcing these changes is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated September 19, 2013.

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.
September 19, 2013	By:	/s/ Richard P. Lavin
		Name: Richard P. Lavin
		Title: President and Chief Executive Officer

EX-99.1

Exhibit 99.1

CONTACT:	John Hyre
	Commercial Vehicle Group, Inc.
	(614) 289-5157

FOR IMMEDIATE RELEASE

COMMERCIAL VEHICLE GROUP ANNOUNCES

THE RESIGNATION OF CHIEF FINANCIAL OFFICER CHAD UTRUP

NEW ALBANY, OHIO, September 19, 2013 – Commercial Vehicle Group, Inc. (Nasdaq: CVGI) announced today that its Chief Financial Officer, Chad Utrup, is resigning to pursue an outside opportunity. Mr. Utrup will remain active with the company until Friday, November 1 to ensure a smooth transition.

Mr. Utrup began his CVG career in 1998. Throughout his tenure he helped lead the Company’s successful initial public offering and participated in the negotiation or integration of all of CVG’s acquisitions and joint ventures.

Commercial Vehicle Group, Inc. President and CEO, Rich Lavin, praised Mr. Utrup for shepherding the Company’s finance strategy through periods of rapid growth and difficult economic cycles. “Chad is a trusted financial advisor within CVG and has built strong relationships with the banking and investment communities. He leaves a strong financial leadership team in place and a solid legacy of accounting, finance and treasury support. CVG has maintained a robust succession planning process and we expect to have a new CFO on board in a smooth and timely fashion,” Lavin stated.

Mr. Utrup said, “It is difficult to leave an organization that has been so special to me for more than 15 years; yet at the same time, I am excited about moving on to a new challenge for the balance of my career. I am fortunate to have had the opportunity to be part of building such a great company and I look forward to watching CVG continue to grow in the future. I am sincerely grateful for all of the relationships I have built here and I would like to thank every employee, colleague, investor, customer and supplier who has supported me and CVG over the years.”

About Commercial Vehicle Group, Inc.

Commercial Vehicle Group, Inc. is a leading supplier of a full range of cab related products and systems for the global commercial vehicle market, including the heavy-duty (Class 8) truck market, the construction, military, bus and agriculture markets and the specialty transportation markets. Our products include static and suspension seat systems, electronic wire harness assemblies, controls and switches, cab structures and components, interior trim systems (including instrument panels, door panels, headliners, cabinetry and floor systems), mirrors and wiper systems specifically designed for applications in commercial vehicles. The Company is headquartered in New Albany, OH with operations throughout North America, Europe, Asia and Australia. 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 that are subject to risks and uncertainties. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. In

particular, this press release may contain forward-looking statements about Company expectations for future periods with respect to flexing our cost structure, manufacturing footprint, product development, organic growth, margin opportunities and the Company’s financial position or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including but not limited to: (i) general economic or business conditions affecting the markets in which the Company serves; (ii) the Company’s ability to develop or successfully introduce new products; (iii) risks associated with conducting business in foreign countries and currencies; (iv) increased competition in the heavyduty truck market; (v) the Company’s failure to complete or successfully integrate strategic acquisitions; (vi) the impact of changes in governmental regulations on the Company’s customers or on its business; (vii) the loss of business from a major customer or the discontinuation of particular commercial vehicle platforms; (viii) the Company’s ability to obtain future financing due to changes in the lending markets or its financial position; (ix) the Company’s ability to comply with the financial covenants in its revolving credit facility; and (x) various other risks as outlined under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for fiscal year ending December 31, 2012. There can be no assurance that statements made in this press release relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.