🧾 What This Document Is

This is a PRELIMINARY proxy statement (Form PRE 14A) for Commercial Vehicle Group, Inc. (CVGI). Its purpose is to give shareholders the information they need to vote at the upcoming 2026 Annual Meeting. Think of it as an invitation and guide for the company's most important annual shareholder gathering. The meeting will be held virtually.

🏢 What The Company Does

👉 In simple terms, CVGI makes and supplies critical systems, parts, and components for trucks, buses, and other commercial vehicles globally. They are also expanding into the electric vehicle market. They design and manufacture customized products, operating factories in 10 countries including the US, Mexico, UK, and China.

📅 Annual Meeting Details & How to Vote

Date: To be announced (expected in mid-2026).
Format: Virtual only at www.virtualshareholdermeeting.com/CVGI2026.
Record Date: March 16, 2026. Only shareholders on record by then can vote.
Shares Outstanding: 36,634,201 as of the record date.
Ways to Vote: By Internet (www.proxyvote.com), phone (1-800-690-6903), mail, or during the virtual meeting.
👉 Why it matters: Your vote is crucial for electing directors and approving key company plans. If you don't vote, your shares won't influence the outcome.

🗳️ What You're Voting On (Proposals)

The Board recommends a "FOR" vote on all four proposals.

Proposal 1: Elect 7 Directors. You'll vote on nominees to serve until the 2027 meeting.
Proposal 2: Approve a New Equity Incentive Plan. This asks to add 3.1 million new shares to the company's employee stock award plan.
Proposal 3: Advisory Vote on Executive Pay. This is a non-binding "say-on-pay" vote to approve top executives' compensation.
Proposal 4: Ratify KPMG LLP as Auditor. This approves the choice of the company's accounting firm for 2026.

👥 Board of Directors: Who Runs the Show

The board has 7 members. 6 of the 7 nominees are independent (not company employees).

Key Recent Changes:

Robert Griffin retired in May 2025 after 20 years.
Ruth Gratzke resigned in August 2025.
Ari B. Levy was just elected in February 2026 following an agreement with a major shareholder, Lakeview Opportunity Fund (which owns ~8.9% of CVGI).

Nominee Snapshot:

Average Age: 58 years old.
Leadership: William C. Johnson is the independent Chairman. James R. Ray is the CEO.
Key Skill: The board is designed with strong expertise in executive leadership, operations, finance, and M&A.

👉 Why it matters: A refreshed, independent board is meant to provide strong oversight. The addition of Mr. Levy, linked to a large shareholder, suggests active investor engagement.

📜 The Big Ask: A New Equity Plan (Proposal 2)

This is the most consequential proposal. CVGI wants shareholders to approve a new Second Amended and Restated 2020 Equity Incentive Plan.

The Ask: Increase the available shares for employee/director stock awards by 3,100,000 shares.

Current Status: Only 37,233 shares are left under the old plan.
Historical Use: The company granted ~2.5 million shares in 2025, ~820,000 in 2024, and ~988,000 in 2023.
Impact: Approval would increase potential dilution (the percentage of new shares that could be issued) from about 8.0% to 16.5%.

Company's Rationale: They argue these awards are essential to attract, retain, and motivate key talent by aligning their interests with shareholders. The new shares are estimated to last about two years at recent grant levels.

👉 Why it matters: This is a significant increase in potential dilution for shareholders. Voting "FOR" supports management's tool for compensation; voting "AGAINST" limits new share issuance.

💰 Executive Compensation Snapshot (Proposal 3)

The filing details pay for the "Named Executive Officers" (NEOs), including CEO James R. Ray.

CEO Pay: For 2025, James R. Ray's total compensation was $1,270,385, primarily consisting of salary and a stock award valued at $790,000.
Structure: The Compensation Discussion & Analysis explains pay is heavily tied to company performance (financial results) and individual goals.
Clawback Policy: The company has a policy to claw back incentive compensation if financial statements need a material restatement.
Stock Ownership: Executives and directors are required to own company stock to align with shareholders.

👉 Why it matters: This vote lets shareholders express approval or disapproval of how top executives are paid. It's non-binding but influential.

🔮 What's Next & Broader Context

Strategic Focus: The company is positioning for growth in electric vehicles alongside its core commercial vehicle business.
Capital Allocation: The board is actively engaged in overseeing strategy and how company capital is used.
Risks: The filing notes the board monitors risks like cybersecurity and artificial intelligence.
Post-Meeting: If proposals pass, the company will move forward with the new equity plan and continue its current governance path. A failed "say-on-pay" vote would signal shareholder discontent and likely force a review of the compensation program.

⚖️ Big Picture Strengths & Risks

👍 Strengths:

Independent board leadership and majority-independent board.
Clear focus on linking pay to performance.
Active shareholder engagement (as seen with the new director appointment).
Global operational footprint.

⚠️ Risks:

Cyclical Industry: CVGI is tied to the commercial vehicle market, which can be volatile.
Dilution: Approval of the new equity plan will significantly increase potential dilution for existing shareholders.
Execution Risk: The success of its electric vehicle transition is not guaranteed.

🧠 The Analogy

This proxy statement is like a homeowner's association (HOA) annual meeting packet. It tells you who is running for the board (the director nominees), proposes a new community rule for how bonuses are paid (the equity plan), asks for your opinion on the HOA manager's salary (say-on-pay), and wants you to confirm the accounting firm (auditor ratification). Your vote determines the direction of the community (the company).

🧩 Final Takeaway

Your vote this year is particularly impactful. The centerpiece is a major increase in the employee stock plan, which balances the need to retain talent against the cost of diluting shareholders. Coupled with a refreshed board and ongoing strategy, this meeting is about equipping CVGI for its next phase in a changing vehicle industry.

CVGI Sends Proxy for 2026 Meeting, Seeks Share Approval for 3.1M New Equity Shares