PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee of our Board has engaged RSM US LLP (“RSM”) as our independent registered public accounting firm for the fiscal year ending October 31, 2025 (“fiscal year 2025”), and we are seeking ratification of such selection by our stockholders at the Annual Meeting. RSM has audited our financial statements for each of our fiscal years since 2008. Representatives of RSM are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our amended and restated bylaws nor other governing documents or applicable law require stockholder ratification of the selection of RSM as our independent registered public accounting firm. However, our Board, based on the audit committee’s recommendation, is submitting the selection of RSM to our stockholders for ratification as a matter of corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain RSM. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.
Principal Accountant Fees and Services
The following table provides information regarding the fees incurred to RSM during the fiscal years ended October 31, 2024 (“fiscal year 2024”) and October 31, 2023 (“fiscal year 2023”). The audit committee approved all of the fees described below.
|
|
|
|
|
|
|
|
|
| |
|
Fiscal Year Ended |
|
|
|
|
| |
|
October 31,
2024 |
|
|
October 31,
2023 |
|
| |
|
|
|
|
|
|
| |
|
(in thousands) |
|
| Audit Fees(1) |
|
$ |
2,357 |
|
|
$ |
2,101 |
|
| Tax Fees |
|
|
— |
|
|
|
— |
|
| Audit-Related Fees |
|
|
— |
|
|
|
— |
|
| All Other Fees |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
| Total Fees |
|
$ |
2,357 |
|
|
$ |
2,101 |
|
|
|
|
|
|
|
|
|
|
| (1) |
Audit fees of RSM for fiscal years 2024 and 2023 were for professional services rendered to comply with the standards of the Public Company Accounting Oversight Board (United States), including the audit of the Company’s consolidated financial statements and reviews of quarterly financial statements, and to issue consent letters for registration statements and comfort letters in connection with marketed offerings. Fees in 2024 and 2023 also include fees for audit services rendered in connection with statutory filings. |
Pre-Approval Policies and Procedures
The audit committee or a delegate of the audit committee, to the extent permitted by applicable laws, pre-approves, or provides pursuant to pre-approval policies and procedures for the pre-approval of, all non-audit services provided by its independent registered public accounting firm. These policies are set forth in the charter of the audit committee and are available at www.revgroup.com.
The audit committee approved all of the audit, audit-related, tax and other services provided by RSM since our initial public offering (the “IPO”) in January 2017 and the estimated costs of those services. Actual amounts billed, to the extent in excess of the estimated amounts, are periodically reviewed and approved by the audit committee.
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
8
