Commercial Vehicle Group Inc
For the period ended Dec 31, 2023. Filed Apr 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 19, 2024
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
COMMERCIAL VEHICLE GROUP, INC.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Proxy Statement
Notice of Annual Meeting of Stockholders
CVG
TABLE OF CONTENTS
Page
| 2024 Letter to Stockholders | 3 |
|---|---|
| Notice of Annual Meeting of Stockholders | 4 |
| Proxy Summary | 6 |
| About Us | 6 |
| Governance and Board Highlights | 6 |
| Our 2024 Board Nominees | 8 |
| Virtual Annual Meeting of Stockholders | 10 |
| Roadmap to Voting Matters | 10 |
| How to Vote in Advance of the Annual Meeting | 10 |
| Questions and Answers About Voting | 11 |
| Voting and Revocability of Proxies | 13 |
| Record Date and Share Ownership | 13 |
| Corporate Governance | 14 |
| Proposal 1 – Election of Directors | 14 |
| Recommendation of the Board | 14 |
| Board Membership Criteria: What we look for | 14 |
| Our Director Nominees | 15 |
| Our Board’s Composition and Structure | 22 |
| Our Board’s Primary Role and Responsibilities and Processes | 28 |
| Director Compensation | 31 |
| Related Person Transactions Policy and Process | 32 |
| Proposal 2 – Advisory Vote to Approve Compensation of Our Named Executive Officers | 33 |
| Recommendation of the Board | 33 |
| Audit Committee Matters | 34 |
| Proposal 3 – Ratification of Appointment of KPMG LLP as Independent Auditor | 34 |
| Recommendation of the Board | 34 |
| Audit Committee Report | 35 |
| Fees Paid to KPMG LLP | 37 |
| Policy on Audit Committee Pre-Approval and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm | 37 |
| Share Ownership Information - Beneficial Ownership | 38 |
| Executive Compensation | 40 |
| Compensation Discussion and Analysis | 40 |
| 2023 Summary Compensation Table | 52 |
| 2023 All Other Compensation Table | 54 |
| 2023 Grants of Plan Awards Table | 55 |
| Outstanding Equity Awards at Fiscal 2023 Year-End | 56 |
| 2023 Option Exercise and Stock Vested Table | 57 |
| Potential Payments Upon Termination or Change in Control Table | 58 |
| Securities Authorized for Issuance under Equity Compensation Plans | 61 |
|---|---|
| CEO Pay Ratio | 62 |
| Pay Versus Performance Table | 63 |
| Other Matters - Submission of Stockholders’ Proposals and Additional Information | 67 |
| Soliciting Proxies | 68 |
| Appendix A | 69 |
FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES
Some of the information we provide in this proxy statement is forward-looking and therefore could change over time to reflect changes in the environment in which CVG operates, or other future changes. For details on uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, see our SEC filings, including our Form 10-K, which is available on our website and at SEC.gov. We do not undertake to update our forward-looking statements.
For Reconciliation of GAAP to Non-GAAP financial measures disclosed in this proxy statement, reference is also made to Exhibit 99.1 to Company's current report on Form 8-K (File No. 001-34365), filed on March 4, 2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.