cvgi-20231208

(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

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 December 8, 2023, the Board of Directors of Commercial Vehicle Group, Inc. (the “Company”) elected William C. Johnson to the Board of Directors (“Board”) of the Company, effective immediately, to serve until the 2024 annual meeting of stockholders or until his successor is elected and qualified. The committees of the Board on which Mr. Johnson (60 years old) initially will serve are the Compensation Committee and the Nominating, Governance and Sustainability Committee.

Since October 2022, Mr. Johnson has served as CEO and a member of the Board of Directors of Avail Infrastructure Solutions. From October 2018 to July 2022, Mr. Johnson served as the President and CEO of Welbilt, Inc. (WBT), and from July 2016 to Junne 2018, he served President and CEO and COO of Chart Industries, Inc. Prior to that he held multiple roles of increasing responsibility at Dover Refrigeration and Food Equipment, Hillphoenix, ABB and ESAB. Mr. Johnson holds a Bachelor of Science degree in Ceramic engineering from Alfred University and a Master of Business Administration from Rollins College. He started his professional career as a Nuclear engineer in the US Navy aboard the submarine USS Stonewall Jackson.

Mr. Johnson 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.

On December 14, 2023, the Company issued a press release announcing the election of William C. Johnson 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.



Exhibit No.						Description

99.1						Press release of the Company dated December 14, 2023 announcing election of William C. Johnson to the Board of Directors of the Company.

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.