REV Group Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 27, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of REV Group, Inc. (the “Company”), the stockholders considered and approved amendments to the Company’s amended and restated certificate of incorporation to eliminate supermajority voting provisions, limit liability of officers as permitted by Delaware law and add a federal forum selection provision (collectively, the “Amendments”). The Company has filed with the Secretary of State of Delaware a certificate of amendment to reflect the Amendments, which was effective upon filing. Following the filing of the certificate of amendment, the Company filed with the Secretary of State of Delaware a restated certificate of incorporation that reflects the Amendments, which became effective on February 27, 2025. The restated certificate of incorporation that reflects the Amendments is attached hereto as Exhibit 3.1 and incorporated in this Item 5.03 by reference.
On February 27, 2025, the Board of Directors of the Company amended and restated the Company’s bylaws (the “Third Amended and Restated Bylaws”), which became effective on February 27, 2025. The Third Amended and Restated Bylaws were amended to reflect certain miscellaneous technical, clarifying and conforming changes consistent with the Amendments to the Company’s amended and restated certificate of incorporation. The Amended and Restated Bylaws were also amended to enhance and clarify certain procedural and disclosure requirements related to stockholder nominations of directors, submissions of proposals regarding other business at annual or special meetings, and the organization and conduct of stockholder meetings, among other matters. The foregoing description of the amendments to the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, which is attached hereto as Exhibit 3.2 and incorporated in this Item 5.03 by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting held on February 27, 2025, the stockholders considered and acted upon seven proposals pursuant to the Notice of Annual Meeting of Stockholders and as described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 17, 2025. Of 52,053,266 shares of common stock eligible to vote as of January 3, 2025, the holders of record of 48,149,850 shares of common stock were represented at the meeting either in person or by proxy.
Proposal 1: Election of Directors
By the vote described below, the stockholders elected the following individuals as Class II directors, each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
| Director |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Maureen O’Connell |
33,794,300 | 12,733,637 | 10,309 | 1,611,604 | ||||||||||||
| Mark Skonieczny |
44,026,629 | 2,501,034 | 10,583 | 1,611,604 | ||||||||||||
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
By the vote described below, the stockholders approved the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2025.
| For |
Against |
Abstain | ||
| 46,792,263 | 1,260,251 | 97,336 |
Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers
By the vote described below, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 45,445,051 | 990,262 | 102,933 | 1,611,604 |
Proposal 4: Amendment to Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions
By the vote described below, the stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to eliminate supermajority voting provisions.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 46,373,642 | 68,843 | 95,761 | 1,611,604 |
Proposal 5: Amendment to Amended and Restated Certificate of Incorporation to Limit Liability of Officers as Permitted by Delaware Law
By the vote described below, the stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to limit liability of officers as permitted by Delaware law.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 43,947,240 | 2,495,552 | 95,454 | 1,611,604 |
Proposal 6: Amendment to Amended and Restated Certificate of Incorporation to Add a Federal Forum Selection Provision
By the vote described below, the stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to add a federal forum selection provision.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 43,628,622 | 2,811,937 | 97,687 | 1,611,604 |
Proposal 7: Amendment to Amended and Restated Certificate of Incorporation to Eliminate Inoperative Provisions and Implement Certain Other Miscellaneous Amendments
By the vote described below, the stockholders did not approve an amendment to the Company’s amended and restated certificate of incorporation to eliminate inoperative provisions and implement certain other miscellaneous amendments.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 26,384,419 | 20,056,275 | 97,552 | 1,611,604 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Restated Certificate of Incorporation of REV Group, Inc. | |
| 3.2 | Third Amended and Restated Bylaws of REV Group, Inc. | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL) | |
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: February 27, 2025 | By: | /s/ Mark A. Skonieczny | ||||
| Name: | Mark A. Skonieczny | |||||
| Title: | President and Chief Executive Officer (Principal Executive Officer) | |||||