Commercial Vehicle Group, Inc 8-K, filed Oct 5, 2020
Commercial Vehicle Group, Inc. (CVGI)
8-K
2020-10-05
For: 2020-10-02
View Original
Added on
April 07, 2026
About this 8-K
Commercial Vehicle Group, Inc filed this 8-K on October 5, 2020, reporting on events of October 2, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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)
October 2, 2020
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 NO.) | (IRS EMPLOYER IDENTIFICATION NO.) | ||||||||||||
7800 Walton Parkway, New Albany, Ohio 43054
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(614) 289-5360
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 12(b) of the Act: | ||||||||||||||
| Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered | ||||||||||||
| Common Stock, par value $0.01 | CVGI | The Nasdaq Global Select Market | ||||||||||||
| Rights to Purchase Series B Junior Participating Preferred Stock | The NASDAQ Global Select Market | |||||||||||||
Indicate by check mark whether the registrant is an emerging growth company 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.
Appointment of Chief Financial Officer and Chief Accounting Officer
(b)(c) On October 2, 2020, Commercial Vehicle Group, Inc. (the “Company”) appointed Christopher H. Bohnert as Chief Financial Officer and Chief Accounting Officer effective Monday, October 19, 2020. At that time, Edmond S. Carney, the Interim Chief Financial Officer and Interim Chief Accounting Officer will cease serving as Interim Chief Financial Officer and Interim Chief Accounting Officer.
Mr. Bohnert, 54, has more than 25 years of global financial leadership experience across a wide range of industries. Mr. Bohnert was previously with Calumet Specialty Products Partners, L.P. where he served as Chief Accounting Officer and subsequently Chief Financial Officer for Finished Lubricants & Chemicals, from 2017 to October 2020. Prior to that, Mr. Bohnert served as Chief Accounting Officer of Titan International, Inc. from 2015 to 2017. From 2013 to 2015, Mr. Bohnert served as Chief Financial Officer of Silgan Plastics Corporation. From 2005 to 2012, Mr. Bohnert was Chief Financial Officer of AB Mauri Fleischmann’s. Mr. Bohnert began his career in public accounting at KPMG LLP. Mr. Bohnert holds a Bachelor of Science degree in Business Administration, Economics, and Accountancy from the University of Missouri, and a Master of Science in Accountancy from the University of South Carolina. Mr. Bohnert is also a Certified Public Accountant (Inactive status).
There are no family relationships between Mr. Bohnert and any of the directors and executive officers of the Company, nor are there transactions in which Mr. Bohnert has an interest requiring disclosure under Item 404(a) of Regulation S-K.
As part of Mr. Bohnert’s appointment as Chief Financial Officer and Chief Accounting Officer, the compensation committee of the board of directors approved compensation for Mr. Bohnert, which will consist of a base salary of $400,000, an annual bonus under the Company’s annual bonus plan as may be in effect from time to time, and a signing incentive award valued at $400,000 denominated in the form of an initial vested stock grant valued at $250,000 on or about November 2, 2020, and a second vested stock grant valued at $150,000 on or about March 15, 2021. The Company also agreed to reimburse Mr. Bohnert for documented, reasonable and customary relocation expenses up to $135,000. Mr. Bohnert will also receive equity and other long-term incentive awards under any applicable plan adopted by the Company during the term of his employment for which employees are generally eligible and will be eligible to receive annual incentive awards under the Company’s 2020 Equity Incentive Plan. The foregoing description of the terms of the offer to Mr. Bohnert is not complete, and is qualified in its entirety by reference to the full text of Mr. Bohnert’s offer letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The terms of Mr. Bohnert’s employment will be set forth in an agreement between Mr. Bohnert and the Company.
Item 8.01. Other Events.
On October 5, 2020, the Company issued a press release announcing the appointment of Chief Financial Officer and Chief Accounting Officer. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| Offer Letter of Christopher Bohnert. | ||||||||
Press Release issued by the Company on October 5, 2020. | ||||||||
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.
By: /s/ Aneezal H. Mohamed
Name: Aneezal H. Mohamed
Title: General Counsel
Name: Aneezal H. Mohamed
Title: General Counsel
October 5, 2020
Exhibit 10.1
October 5, 2020
Mr. Christopher Bohnert
Via Email: chris_bohnert@hotmail.com
Dear Chris:
On behalf of Commercial Vehicle Group, I am pleased to confirm the following terms of your employment. This offer is consistent with our discussions and supersedes any previous offers of employment, whether verbal or written:
| Job Title: | Chief Financial Officer & Chief Accounting Officer. This position is based in our New Albany, Ohio headquarters facility. | ||||
| Start or Effective Date: | Monday, October 19, 2019 or a mutually agreeable alternative date. | ||||
| Reports To: | Harold Bevis, President and Chief Executive Officer | ||||
| Salary: | $400,000, annualized. This is a salaried exempt position as defined by the Fair Labor Standards Act. | ||||
| Performance Review: | Annually, in the first quarter. Increases are considered at this time each year but are not guaranteed. | ||||
| Management Performance Bonus: | You will be eligible for a discretionary annual incentive award targeted at 65% of your base salary. The current AIP metrics are exclusively financial in nature and are tied to Incremental Net Sales, Operating Profit Margin and Operating Working Capital as a Percent of Sales. Annual payouts may range from 0% - 200% depending on performance versus plan. You will be eligible to participate in the Annual Incentive Plan as of the 2021 Plan Year. | ||||
| Signing Incentives | In connection with the walk-away value of your current near term compensation incentives, you will receive signing incentives valued at $400,000. Such incentives will be denominated in the form of an initial vested stock grant valued at $250,000 on or about November 2, 2020; and a second vested stock grant valued at $150,000 on or about March 15, 2021. The stock price used to determine the number of shares issued will be the average of the closing price of CVGI shares for 20 trading days leading up to the grant dates for each of the awards. The initial value of these incentives is recoverable if you resign or are terminated for cause within 18 months of the grant. The amount recoverable will be equal to 1/18th of the award value for each full month left in the repayment window at the time of separation. | ||||
Vacation: | Four (4) weeks of vacation per calendar year, accrued at a rate of 13.33 hours per month, pro-rated for 2020 based on your start date. Vacation is earned and must be used within each calendar year. | ||||
| Personal Days: | Three paid personal days per calendar year, pro-rated to one for 2020 based on your fourth quarter start date. | ||||
7800 Walton Parkway New Albany, OH 43054 614.289.5360
| Long Term Incentives: | You will be eligible for all long term incentive awards for which similarly situated executives are generally eligible. The target award and award design is determined annually by the Compensation Committee of the Board of Directors and has historically included a restricted share component which vests ratably over a three year period, and a three year cliff vested cash-based performance component historically based on relative total shareholder return versus a published peer group, with payouts ranging from 0% to 200% based on performance relative to the peer group. Target awards are subject to annual review and approval by the Compensation Committee of the Board of Directors but will be no less than 90% of your base salary each calendar year. | ||||
Holidays: | Ten, paid in accordance with annual observation calendar. | ||||
| Relocation: | The Company will support your relocation to the Central Ohio area by paying or reimbursing customary and reasonable charges associated with the sale or purchase of a home and the transfer of your household goods, up to $135,000. Costs in excess of the target budget will be considered but will be subject to specific review and approval as overruns are incurred. Relocation services may be provided by SIRVA on behalf of CVG depending on the complexity of your move. All eligible expenses must be incurred and submitted within 12 months of your hire date in order to be eligible for reimbursement. Relocation expenses paid or reimbursed by the Company are recoverable if you resign or are terminated for cause within 18 months of your final relocation payment. The amount recoverable will be equal to 1/18th of the reimbursement for each full month left in the repayment window at the time of separation. | ||||
Health Insurance: | Hospital/Surgical/Medical insurance is available for you and your eligi ble dependents. Coverage is effective the first of the month following your date of hire. A pre-tax premium contribution will apply, based on the type of coverage you select and your family status. | ||||
| Dental Insurance: | Dental insurance is available for you and your eligible dependents. Coverage is effective on the first of the month following your date of hire. A pre-tax premium contribution will apply, based on the type of coverage you select. | ||||
| Vision Insurance: | Vision insurance is available for you and your eligible dependents. Coverage is effective on the first of the month. A pre-tax premium contribution will apply, based on the type of coverage you select. | ||||
| Group Life Insurance: | Coverage equal to $750,000 is provided at no cost to you and no medical exam is re quired. CVG also offers a supplemental and dependent life insurance coverage that can be purchased at group rates at your expense. In some instances, evidence of insurability is required for supplemental coverage. | ||||
Short Term Disability: | Effective for qualifying events occurring after 180 days of employment, this plan provides the first two weeks of an eligible disability at full salary and then an additional twenty-four weeks at 60% of base salary. | ||||
| Long Term Disability: | Long term disability coverage takes effect following the exhaustion of your short term disability coverage as a source of long term wage replacement resulting from a covered injury or illness. | ||||
| Conditional: | Employment is contingent upon successfully passing a drug screen and background check. | ||||
| Employment Eligibility: | This offer and continued employment is contingent upon your eligibility to work in the United States under the provisions of the Immigration Reform and Control Act of 1986, and providing the necessary documents to establish identity and employment eligibility to satisfactorily complete U.S. Citizenship and Immigration Services’ Form I-9. | ||||
7800 Walton Parkway New Albany, OH 43054 614.289.5360
Restrictive Covenants | You are subject to a key employee stock ownership requirement equal to three (3) times your base salary. Covered executives are not eligible to sell CVGI shares until they have achieved the required hold limit, except that the forfeiture of shares for purposes of satisfying income tax liability associated with vesting shares is permitted regardless of progress against the hold limit. You are also subject to a twelve month non-competition, non-solicitation covenant as described in your Change in Control Agreement. | ||||
| 401(k) Savings Plan: | All employees over the age of eighteen years become eligible for en rollment on the first day of the month following 30 days of service. New employees are automatically enrolled in the CVG 401(k) Plan, unless they specifically opt out. The Company historically matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. All matching dollars vest immediately under the Plan. Note that as a result of the short term economic conditions resulting from the COVID-19 crisis, the Company temporarily suspended matching dollars under the plan. This match will be fully restored as of the January 8, 2021 pay date. | ||||
Please sign below and return this letter to me to confirm your acceptance of this offer. If you have any questions, please feel free to contact me directly at 614-289-0253. If not, please sign this letter and return it as soon as possible. On behalf of Harold Bevis and all of us at Commercial Vehicle Group, I look forward to welcoming you to the CVG team.
Sincerely,
/s/ Laura Macias
Laura L. Macias
Chief Human Resources Officer
/s/ Christopher Bohnert__________________________________________October 2, 2020
Accepted and acknowledged by: Christopher Bohnert Date
cc: Compensation & Benefits
Bo Herbst, Heidrick & Struggles
7800 Walton Parkway New Albany, OH 43054 614.289.5360
Exhibit 99.1
CVG Announces the Appointment of Christopher H. Bohnert as Chief Financial Officer and Chief Accounting Officer
NEW ALBANY, Ohio, October 5, 2020 /PRNewswire/ -- Commercial Vehicle Group, Inc. (“CVG” or the “Company”) (Nasdaq: CVGI), a diversified industrial company, today announced the appointment of Christopher H. Bohnert as Chief Financial Officer and Chief Accounting Officer as of Monday, October 19, 2020.
Mr. Bohnert comes to CVG from Calumet Specialty Products Partners, L.P. where he served as Chief Financial Officer for Finished Lubricants & Chemicals. He has more than 25 years of global financial leadership experience across a wide range of industries including transportation and plastics. Prior to joining Calumet, Mr. Bohnert held positions as Chief Financial Officer and Chief Accounting Officer with global manufacturers including Titan International, Silgan Plastics Corporation, and AB Mauri Fleischmann’s. Mr. Bohnert started his career in public accounting with KPMG LLP.
Mr. Bohnert holds a BS in Accountancy and a BSBA in Economics from the University of Missouri and an MS in Accountancy from the University of South Carolina. His leadership experience encompasses Finance, Accounting, Internal Audit, Investor Relations, Treasury, Information Technology, Mergers and Acquisitions and team rebuilding.
According to Mr. Bohnert, it is an exciting time to join CVG. “I look forward to helping the company manage through the current economic challenges and drive an increasingly differentiated customer and product portfolio,” he commented. “I am excited about working with Harold and the entire CVG team to advance our strategic growth initiatives and create value for our shareholders.”
“I am pleased to welcome Chris to CVG and have him lead the finance function of our global organization,” said Harold Bevis, President and CEO. “Chris also has great experience in mergers, acquisitions, and capital market financing. This will help us accelerate our activities to expand the Company’s portfolio and lessen our exposure to heavy-duty truck markets.”
Investor Contact
Aneezal Mohamed, General Counsel
Commercial Vehicle Group, Inc.
(614) 289-0326
About CVG
CVG, Inc. (through its subsidiaries) is a diversified industrial company that provides seating systems, electro-mechanical assemblies, wire harnesses, plastic parts, engineered structures, panel assemblies, and warehouse automation subsystems for many markets including the following: ecommerce, e-tailing, trucking, last-mile delivery, electric vehicles, military equipment, warehouse equipment, buses, construction equipment, agricultural vehicles, specialty transportation vehicles, mining, industrial equipment and off-road recreational markets. Information about CVG 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”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions. In particular, this press release may contain forward-looking statements about Company expectations for future periods with respect to its plans to improve financial results and enhance the Company, the future of the Company’s end markets, including the short-term and potential longer-term impact of the COVID-19 pandemic on Class 8 and Class 5-7 North America truck build rates and performance of the global construction equipment business, expected cost savings, the Company’s initiatives to address customer needs, organic growth, the Company’s plans to focus on certain segments and markets 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 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) a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements; (ii) future financial restatements affecting the company; (iii) general economic or business conditions affecting the markets in which the Company serves; (iv) the Company's ability to develop or successfully introduce new products; (v) risks associated with conducting business in foreign countries and currencies; (vi) increased competition in the medium- and heavy-duty truck markets, construction, agriculture, aftermarket, military, bus and other markets; (vii) the Company’s failure to complete or successfully integrate strategic acquisitions and the impact of such acquisitions on business relationships; (viii) the Company’s ability to recognize synergies from the reorganization of the segments; (ix) the Company’s failure to successfully manage any divestitures; (x) the impact of changes in governmental regulations on the Company's customers or on its business; (xi) the loss of business from a major customer, a collection of smaller customers or the discontinuation of particular commercial vehicle platforms; (xii) the Company’s ability to obtain future financing due to changes in the lending markets or its financial position; (xiii) the Company’s ability to comply with the financial covenants in its debt facilities; (xiv) fluctuation in interest rates or change in the reference interest rate relating to the Company’s debt facilities; (xv) the Company’s ability to realize the benefits of its cost reduction and strategic initiatives and address rising labor and material costs; (xvi) volatility and cyclicality in the commercial vehicle market adversely affecting us, including the impact of the current COVID-19 pandemic; (xvii) the geographic profile of our taxable income and changes in valuation of our deferred tax assets and liabilities impacting our effective tax rate; (xviii) changes to domestic manufacturing initiatives; (xix) implementation of tax or other changes, by the United States or other international jurisdictions, related to products manufactured in one or more jurisdictions where the Company does business (xx) security breaches and other disruptions that could compromise our information systems; (xxi) the impact of disruptions in our supply chain or delivery chains; (xxii) litigation against us; (xxiii) the impact of health epidemics or widespread outbreak of contagious disease; and (xxiv) 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, 2019 and other filings with the Securities and Exchange Commission. 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.
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