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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):
January 10, 2024
______________________
REV Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
001-37999 |
26-3013415 |
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
245 South Executive Drive, Suite 100
Milwaukee, WI 53005
(Address of principal executive offices and zip
code)
(414) 290-0190
(Registrant’s telephone number, including
area code)
Former name or former address, if changed since
last report: N/A
______________________
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 |
Name of each exchange on which registered |
Common Stock ($0.001 Par Value) |
REVG |
New York Stock Exchange |
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 Arrangement of Certain Officers.
(d). On January 10, 2024, the Board of Directors (the “Board”)
of REV Group, Inc. (the “Company”) increased the size of the Board from nine persons to ten persons and elected Kathleen
M. Steele to serve as a Class I director to fill the vacancy created by such increase, effective January 10, 2024. Ms. Steele's term as
a Class I director will expire at the upcoming annual meeting of stockholders, and she will stand for re-election. If elected, she will
serve until her term expires or until a successor has been elected and qualified.
The Board has determined that Ms. Steele is independent under the corporate
governance requirements of the New York Stock Exchange.
Ms. Steele’s compensation will be consistent with that of other
non-employee directors. In connection with her appointment, Ms. Steele will enter into a standard indemnification agreement with the Company
in the form previously approved by the Board.
There are no arrangements or understandings between Ms. Steele and
any other person pursuant to which Ms. Steele was selected as a director and there are no related party transactions between the Company
and Ms. Steele that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
|
REV Group, Inc. |
|
|
|
|
|
Date: January 10, 2024 |
By: |
/s/ Mark A. Skonieczny |
|
|
Mark A. Skonieczny |
|
|
President and Chief Executive Officer,
Interim Chief Financial Officer, and Director
(Principal Executive and Financial Officer)
|
Exhibit 99.1
FOR IMMEDIATE
RELEASE
REV Group Announces
Kathleen M. Steele as New Independent Board Member
BROOKFIELD,
Wis – Jan. 10, 2024 – REV Group, Inc. (NYSE:REVG), a leading manufacturer of specialty vehicles, announced today
that Kathleen M. Steele has been appointed as an independent member of its Board of Directors, effective immediately. Steele’s
appointment is in anticipation of Donn Viola’s retirement at this year’s Annual Meeting of Stockholders in February.
Steele
is currently an advisor to Equity Group Investments (EGI), a Chicago based private investment firm she joined in July 2000, and at which
she most recently served as a managing director through June 2023. Prior to joining EGI in 2000, she worked in the investment banking
division of Merrill Lynch.
Steele
currently serves on the Board of EagleRidge Energy, an oil and gas development and production company, and on the Investment Committee
of Pohlad Investment Management.
“On
behalf of REV Group’s Board of Directors, I am pleased to welcome Kathleen to the Board, and thank Donn for his many years of dedication,
advice and service,” said Board Chair Paul Bamatter. “As a new member, Kathleen brings extensive investment management and
financial leadership expertise to the company. We believe her broad experience will help drive value creation for REV Group.”
Steele
graduated Phi Beta Kappa from Dartmouth College with a bachelor’s degree in economics and mathematics, magna cum laude. Currently,
Steele chairs the Finance Committee and is a member of the Board of Trustees of Scared Heart Schools Chicago and sits on the leadership
council of A Better Chicago, a venture philanthropy fund focused on improving educational opportunities for low-income students in Chicago.
###
About
REV Group, Inc.
REV
Group companies are leading designers and manufacturers of specialty vehicles and related
aftermarket parts and services, which serve a diversified customer base, primarily in the United States, through three segments: Fire
& Emergency, Commercial, and Recreation. They provide customized vehicle solutions for applications, including essential needs for
public services (ambulances, fire apparatus, school buses, and transit buses), commercial infrastructure (terminal trucks and industrial
sweepers), and consumer leisure (recreational vehicles). REV Group's diverse portfolio is made up of well-established principal vehicle
brands, including many of the most recognizable names within their industry. Several of REV Group's brands pioneered their specialty
vehicle product categories and date back more than 50 years. REV Group trades on the NYSE under the symbol REVG. Investors-REVG
Investor
Relations
Drew Konop
VP, Investor Relations & Corporate Development
+1.262.957.4594 (mobile)
investors@revgroup.com
Media Relations
Julie Nuernberg
Sr Director Marketing
& Communications
+1.262.389.8620
(mobile)
julie.nuernberg@revgroup.com
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