Commercial Vehicle Group (CVGI) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, will be held virtually, allowing global participation and electronic voting.

• Key proposals include election of seven directors, approval of an amended equity incentive plan, advisory vote on executive compensation, and ratification of KPMG LLP as auditor.

• Company operates globally with manufacturing in multiple countries and serves commercial and electric vehicle markets.

• Board and committee materials, proxy statement, and annual report are available online for shareholder review.

Voting matters and shareholder proposals

• Shareholders will vote on director elections, an amended equity incentive plan, executive compensation (say-on-pay), and auditor ratification.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by specified deadlines and comply with SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; recent refreshment includes new directors and a new chairman.

• Board committees (Audit, Compensation, Nominating/Governance/Sustainability) are composed entirely of independent directors.

• Board emphasizes diversity of skills, backgrounds, and experience, and conducts annual self-evaluations.

• Board leadership structure separates the roles of CEO and independent chairman.

• Board policy requires shareholder approval for any new stockholder rights plan unless urgent action is needed.