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REV GROUP, INC. filed this PRE 14A on January 03, 2025

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REV GROUP, INC. - PRE 14A - 20250103 - NOTICE_OF_ANNUAL_MEETING

REV GROUP, INC.

245 S. EXECUTIVE DRIVE, SUITE 100

BROOKFIELD, WI 53005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 27, 2025

to the stockholders of REV Group, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of REV Group, Inc., a Delaware corporation (the “Company”), will be held on February 27, 2025, at 10:00 a.m. local time, at The Westin Detroit Metropolitan Airport hotel, 2501 Worldgateway Place, Detroit, MI 48242 for the following purposes:

to elect two directors as Class II directors of REV Group, Inc., 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;

to ratify the selection of RSM US LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2025;

to approve, on an advisory basis, the compensation of our named executive officers;

to approve an amendment to our amended and restated certificate of incorporation to eliminate supermajority voting provisions;

to approve an amendment to our amended and restated certificate of incorporation to limit liability of officers as permitted by Delaware law;

to approve an amendment to our amended and restated certificate of incorporation to add a federal forum selection provision;

to approve an amendment to our amended and restated certificate of incorporation to eliminate inoperative provisions and implement certain other miscellaneous amendments; and

to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on January 3, 2025 (the “Record Date”) can vote at this meeting or any adjournments that take place.

The Board of Directors recommends that you vote:

FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement;

FOR the ratification of the appointment of RSM US LLP, as the independent registered public accounting firm, as described in Proposal No. 2 of the Proxy Statement;

FOR the approval, on an advisory basis, of the compensation of our named executive officers, as described in Proposal No. 3 of the Proxy Statement;

FOR the approval of an amendment to our amended and restated certificate of incorporation to eliminate supermajority voting provisions, as described in Proposal No. 4 of the Proxy Statement;

FOR the approval of an amendment to our amended and restated certificate of incorporation to limit liability of officers as permitted by Delaware law, as described in Proposal No. 5 of the Proxy Statement;

FOR the approval of an amendment to our amended and restated certificate of incorporation to add a federal forum selection provision, as described in Proposal No. 6 of the Proxy Statement; and

FOR the approval of an amendment to our amended and restated certificate of incorporation to eliminate inoperative provisions and implement certain other miscellaneous amendments, as described in Proposal No. 7 of the Proxy Statement.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2024, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 27, 2025

The Notice of Annual Meeting of Stockholders to be held on February 27, 2025, the accompanying Proxy Statement and the Company’s 2024 Annual Report on Form 10-K are available, free of charge, at www.edocumentview.com/REVG.

The Notice contains instructions on how to access our proxy materials and vote over the internet at www.investorvote.com/REVG and how stockholders can receive a paper copy of our proxy materials, including the accompanying Proxy Statement, a proxy card or voting instruction card and our fiscal year 2024 Annual Report on Form 10-K. At www.computershare.com/investor, stockholders can also request to receive future proxy materials in printed form by mail or electronically by email.

By Order of the Board of Directors

/s/ Mark A. Skonieczny

Mark A. Skonieczny

President and Chief Executive Officer

Brookfield, Wisconsin

January [ ], 2025

TABLE OF CONTENTS


	PAGE

Information About the Proxy Process and Voting		3
Proposal No. 1 Election of Directors		7
Proposal No. 2 Ratification of Selection of Independent Registered Public Accounting Firm		8
Proposal No. 3 Advisory Vote on the Compensation of Our Named Executive Officers		9
Proposal No. 4 Approval of Amendment to Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions		10
Proposal No. 5 Approval of Amendment to Amended and Restated Certificate of Incorporation to Limit Liability of Officers as Permitted by Delaware Law		12
Proposal No. 6 Approval of Amendment to Amended and Restated Certificate of Incorporation to Add a Federal Forum Selection Provision		13
Proposal No. 7 Approval of Amendment to Amended and Restated Certificate of Incorporation to Eliminate Inoperative Provisions and Implement Certain Other Miscellaneous Amendments		14
Corporate Governance		15
Certain Relationships and Related Person Transactions		22
Directors		24
Executive Officers		26
Executive Compensation		27
Other Compensation Information		45
Director Compensation		46
Security Ownership of Certain Beneficial Owners and Management		48
Report of the Audit Committee of the Board of Directors		50
Additional Information		51
Exhibit A Amendment to Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions		A-1
Exhibit B Amendment to Amended and Restated Certificate of Incorporation to Limit Liability of Officers as Permitted by Delaware Law		B-1
Exhibit C Amendment to Amended and Restated Certificate of Incorporation to Add a Federal Forum Selection Provision		C-1
Exhibit D Amendment to Amended and Restated Certificate of Incorporation to Eliminate Inoperative Provisions and Implement Certain Other Miscellaneous Amendments		D-1

REV GROUP, INC.

245 S. EXECUTIVE DRIVE, SUITE 100

BROOKFIELD, WI 53005

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

February 27, 2025

We have sent you this Proxy Statement and the enclosed Proxy Card because the Board of Directors (the “Board”) of REV Group, Inc. (referred to herein as the “Company,” “REV,” “we,” “us” or “our”) is soliciting your proxy to vote at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on February 27, 2025, at 10:00 a.m. local time, at The Westin Detroit Metropolitan Airport hotel, 2501 Worldgateway Place, Detroit, MI 48242.

●

This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.

●

The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We have retained Georgeson, Inc. to solicit proxies at a cost that is not anticipated to exceed $15,000 plus expenses. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended October 31, 2024 (the “Form 10-K”), over the internet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability to our stockholders of record as of January 3, 2025 (the “Record Date”) for the first time on or about January [ ], 2025. The Notice of Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form 10-K and Proxy Statement are also available in the “Investors” section of our website at investors.revgroup.com.

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