REV GROUP, INC. filed this PRE 14A on January 03, 2025
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REV GROUP, INC. - PRE 14A - 20250103 - PROPOSAL_5

PROPOSAL NO. 5

APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT LIABILITY OF OFFICERS AS PERMITTED BY DELAWARE LAW

Our Board of Directors has adopted and declared advisable an amendment to Article 7 of our current amended and restated certificate of incorporation to provide for the elimination of monetary liability of certain officers of the Company in certain limited circumstances (the “Officer Exculpation Amendment”). The Officer Exculpation Amendment also provides that neither the amendment nor repeal of Article 7, nor the adoption of any provision of the amended and restated certificate of incorporation, nor, to the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”), any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director or officer at the time of such amendment, repeal, adoption or modification.

Background of the Proposal

Pursuant to and consistent with Section 102(b)(7) of the DGCL, our existing amended and restated certificate of incorporation already eliminates the monetary liability of directors to the fullest extent permitted by Delaware law, but does not provide for exculpation of officers. Effective August 1, 2022, Section 102(b)(7) of the DGCL (“Section 102(b)(7)”) was amended to permit companies to include in their certificates of incorporation limitations of monetary liability for certain officers. Consistent with Section 102(b)(7), the Officer Exculpation Amendment would only permit exculpation of certain officers for breaches of the fiduciary duty of care for direct claims brought by stockholders, and does not include claims on behalf of the Company for a breach of the fiduciary duty of care against officers. Similar to the existing provision that limits the liability of directors, the Officer Exculpation Amendment does not permit the elimination of liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. The Officer Exculpation Amendment also does not permit the limitation of liability of officers in any derivative action. Under the DGCL, the Officer Exculpation Amendment includes any officer who, during the course of conduct alleged to be wrongful, has consented to being identified as an officer for purposes of service of process in Delaware, which includes our president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, chief accounting officer and any other person who is or was identified in our public filings with the SEC as a named executive officer.

Our Board of Directors believes that the Officer Exculpation Amendment would help attract and retain a limited group of officers by mitigating the risk of personal financial ruin as a result of unintentional conduct and also would not negatively impact stockholder rights.

In addition, our Board of Directors believes the Officer Exculpation Amendment better aligns the protections available to our officers with those currently available to our directors, and this protection strikes an appropriate balance between our stockholders’ interest in accountability and their interest in the Company being able to continue to attract and retain top executive talent. Accordingly, our Board of Directors has determined that it is in the best interests of the Company and our stockholders to adopt the Officer Exculpation Amendment.

This description of the Officer Exculpation Amendment is a summary and is qualified by the complete text of the proposed amendments addressed by this proposal that are set forth in the proposed amendment to the amended and restated certificate of incorporation attached to this Proxy Statement as Exhibit B.

Text of the Amendment

Article 7, Section 1 of our current amended and restated certificate of incorporation contains the provisions that will be affected if this proposal is adopted. The proposed amendment to the amended and restated certificate of incorporation is attached to this Proxy Statement as Exhibit B, which indicates proposed deletions with strikeouts and proposed additions with underlining. We expect to file this proposed amendment to the amended and restated certificate of incorporation promptly following the Annual Meeting if our stockholders approve this proposal.

Our Board of Directors retains the discretion to abandon, and not implement, the Officer Exculpation Amendment at any time before it becomes effective, even if it is approved by our stockholders.

Required Vote

The affirmative vote of the holders of 66 2/3% of the total voting power of all outstanding securities of the Company generally entitled to vote in the election of directors, voting together as a single class, is required to approve this proposal.

THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF

OFFICERS AS PERMITTED BY DELAWARE LAW.

 

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PROPOSAL NO. 6

APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ADD A FEDERAL FORUM SELECTION PROVISION

Our Board of Directors has adopted and declared advisable an amendment to our amended and restated certificate of incorporation to add a federal forum selection provision (the “Federal Forum Selection Amendment”) for claims arising under the Securities Act of 1933, as amended (the “Securities Act”).

Background of the Proposal

We believe the Company and our stockholders would benefit from having any claims arising under the Securities Act resolved in the federal district courts of the United States. In addition, we believe that the Federal Forum Selection Amendment would promote efficiencies in the Company’s management of Securities Act litigation by:

 

  ●  

limiting forum-shopping in state court by plaintiffs;

 

  ●  

enabling the Company to avoid litigating actions involving the same matter in state and federal courts, with the associated duplication of litigation expenses and the possibility of inconsistent outcomes, and to obtain consolidation of multi-jurisdictional litigation;

 

  ●  

facilitating submission of Securities Act claims for resolution by federal courts, which have experience and expertise in adjudicating such claims; and

 

  ●  

maximizing efficiencies with respect to managing procedural aspects of securities litigation.

The Federal Forum Selection Amendment would regulate only the forum in which our stockholders may assert claims arising under the Securities Act; it would not impair the ability of our stockholders to bring such claims, and it would not affect the remedies available if such claims were ultimately successful. Moreover, the Federal Forum Selection Amendment would not require that such claims be brought in any particular federal district court. This amendment is not being proposed in response to, or anticipation of, any specific litigation confronting the Company; rather, it is being proposed on a prospective basis to help mitigate potential future harm to the Company and its stockholders.

This description of the Federal Forum Selection Amendment is a summary and is qualified by the complete text of the proposed amendment addressed by this proposal that are set forth in the proposed amendment to the amended and restated certificate of incorporation attached to this Proxy Statement as Exhibit C.

Text of the Amendment

Article 9 of our current amended and restated certificate of incorporation contains the provisions that will be affected if this proposal is adopted. The proposed amendment to the amended and restated certificate of incorporation is attached to this Proxy Statement as Exhibit C, which indicates proposed deletions with strikeouts and proposed additions with underlining. We expect to file this proposed amendment to the amended and restated certificate of incorporation promptly following the Annual Meeting if our stockholders approve this proposal.

Our Board of Directors retains the discretion to abandon, and not implement, the Federal Forum Selection Amendment at any time before it becomes effective, even if it is approved by our stockholders.

Required Vote

The affirmative vote of the holders of 66 2/3% of the total voting power of all outstanding securities of the Company generally entitled to vote in the election of directors, voting together as a single class, is required to approve this proposal.

THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ADD A FEDERAL FORUM

SELECTION PROVISION.

 

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PROPOSAL NO. 7

APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE INOPERATIVE PROVISIONS AND IMPLEMENT CERTAIN OTHER MISCELLANEOUS AMENDMENTS

Our Board of Directors has adopted and declared advisable several amendments to our amended and restated certificate of incorporation to eliminate inoperative provisions and implement certain other miscellaneous amendments (the “Former Sponsor & Other Amendments”).

Background of the Proposal

Following our initial public offering, American Industrial Partners Capital Fund IV, LP, American Industrial Partners Capital Fund IV (Parallel), LP and AIP/CHC Holdings, LLC (collectively, the “Former Sponsors”) owned, collectively, approximately 70% of our outstanding stock. In recognition of this fact, our amended and restated certificate of incorporation currently includes provisions related to the Former Sponsors, including, without limitation, an election not to be subject to the DGCL with respect to business combinations with interested stockholders and the incorporation by reference of a shareholders agreement that the Company entered into with the Former Sponsors. In addition, Article 8 of our current amended and restated certificate of incorporation generally provides that our Former Sponsors do not have a duty to refrain from engaging in business activities similar to ours and that we renounce any interest in business opportunities that are presented to such persons or entities. Several provisions of our current amended and restated certificate of incorporation were also effective only when the Former Sponsors owned, collectively, at least 50% of our outstanding stock, including, without limitation, the ability of stockholders to take action by written consent without a meeting, the right of stockholders to call a special meeting, and the right of stockholders to remove a director with or without cause. Such provisions became inoperative on the first date on which the Former Sponsors no longer owned, collectively, at least 50% of our outstanding stock. As of March 15, 2024, the Former Sponsors reduced their voting power to less than 5% of our outstanding stock, and the shareholders agreement that the Company entered into with the Former Sponsors, which provided for board nomination rights, among other matters, was terminated in accordance with its terms following the Former Sponsors’ disposition of their shares. As a result, the Board of Directors has determined it is advisable to simplify the amended and restated certificate of incorporation by eliminating these inoperative provisions.

In addition, our Board of Directors has approved certain other miscellaneous amendments, including to eliminate the limitations on the size of our Board of Directors pursuant to Article 5, Section 2 of our current amended and restated certificate of incorporation.

To simplify our amended and restated certificate of incorporation, our Board of Directors has determined that it is advisable and in the best interests of the Company to adopt the Former Sponsor & Other Amendments.

This description of the Former Sponsor & Other Amendments is a summary and is qualified by the complete text of the proposed amendments addressed by this proposal that are set forth in the proposed amendment to the amended and restated certificate of incorporation attached to this Proxy Statement as Exhibit D.

Text of the Amendments

Article 1 and Articles 4 through 11 of our current amended and restated certificate of incorporation contain the provisions that will be affected if this proposal is adopted. The proposed amendment to the amended and restated certificate of incorporation is attached to this Proxy Statement as Exhibit D, which indicates proposed deletions with strikeouts and proposed additions with underlining. Certain conforming changes and other modifications of a ministerial nature, such as moving and modifying defined terms, updating cross-references and re-numbering and lettering of remaining provisions, may be necessary in connection with the foregoing proposal if Proposal No. 4 and Proposal No. 6 are not adopted, and such conforming changes will be reflected in the proposed amended and restated certificate of incorporation to the extent necessary. We expect to file this proposed amendment to the amended and restated certificate of incorporation promptly following the Annual Meeting if our stockholders approve this proposal.

If the Former Sponsor & Other Amendments are approved, we expect that our Board of Directors will adopt certain conforming changes to the bylaws (which do not require stockholder approval), with such other changes as the Board of Directors may approve that are consistent with the amended and restated certificate of incorporation.

Our Board of Directors retains the discretion to abandon, and not implement, the Former Sponsor & Other Amendments at any time before they become effective, even if they are approved by our stockholders.

Required Vote

The affirmative vote of the holders of 66 2/3% of the total voting power of all outstanding securities of the Company generally entitled to vote in the election of directors, voting together as a single class, is required to approve this proposal.

THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE INOPERATIVE

PROVISIONS AND IMPLEMENT CERTAIN OTHER MISCELLANEOUS AMENDMENTS.

 

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CORPORATE GOVERNANCE

Commitment to Strong Corporate Governance Practices

We believe that good corporate governance is important for us to achieve business success and to create value for our stockholders. Among our other practices, the following highlight our continued commitment to strong corporate governance:

 

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Independent Chairman. The Company’s Board has an Independent Chairman. Our Corporate Governance Policy provides that, when the Chairman is not independent, a Lead Independent Director will be elected by a majority vote of the independent directors, after considering the recommendation of the nominating and corporate governance committee of our Board of Directors.

 

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Board Refreshment. Consistent with our commitment to Board refreshment, three new directors joined our Board during fiscal year 2024, with Kathleen Steele joining the Board in January 2024, Cynthia Augustine joining the Board in May 2024, and David Dauch joining the Board in October 2024. This follows Maureen O’Connell joining the Board in August 2023.

 

  •  

Review of Governance Practices. The nominating and corporate governance committee evaluates the Board governance practices and policies at least annually. As part of this review, the Board approved the elimination of supermajority provisions in our governing documents, and recommends that stockholders approve the proposals to effectuate those amendments at this meeting.

 

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Corporate Governance Policy. The Company’s Corporate Governance Policy forms a part of our governance framework, which is designed to be a working structure for principled actions, effective decision-making and appropriate Board oversight of strategy, operations, compliance and performance, including the Company’s long-term strategy and its strategic, competitive and financial performance. The Corporate Governance Policy is reviewed annually and updated to set forth governing principles that enhance Board operations, including the roles and responsibilities of the Board, the Board’s leadership structure, director independence, overboarding limits, succession planning, criteria for director nominees, Board committees, director orientation and continuing education, and Board and committee evaluations.

 

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ESG Oversight. The nominating and corporate governance committee reviews and assesses the Company’s environmental, social and governance (“ESG”) program consistent with the business and strategic direction of the Company.

 

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Technology Risk Oversight. Risks related to technology, including cybersecurity risk, is overseen by the audit committee, which oversees our enterprise risk management program. The audit committee oversight of technology risk includes periodic review of our cybersecurity, privacy and data security and other types of technology risk exposures, including the potential impact on the Company’s business, operations and reputation; the steps management has taken to mitigate such exposures; the Company’s information governance policies and programs; and major legislative and regulatory developments that could materially impact such risk exposures.

 

  •  

Majority Voting. Our bylaws provide that in an uncontested election, directors will be elected by the affirmative vote of the majority of the votes cast affirmatively or negatively at the meeting at which a quorum is present and entitled to vote on the election of directors. In the event of a contested election of directors, directors shall be elected by a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. Our Corporate Governance Policy provides that any incumbent director who fails to receive the required number of votes for re-election is expected to immediately tender his or her resignation, and the nominating and corporate governance committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken.

 

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Annual Board and Committee Performance Evaluation. The Board, led by the nominating and corporate governance committee, conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. Each committee also performs annual self-evaluations of the performance of its duties, and reports on such process and the results of the evaluations, including any recommendations for proposed changes, to the Board.

 

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  •  

Stock Ownership Guidelines. We maintain stock ownership guidelines under which our directors and executive officers and other senior executives are expected to accumulate and retain a meaningful level of ownership in our stock.

 

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Anti-Hedging/Anti-Pledging. We maintain an anti-hedging/anti-pledging policy that prohibits our directors, executive officers and employees from engaging in transactions that are designed to hedge or speculate on changes in the market value of our common stock. Our directors, executive officers and employees are also prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Corporate Governance

Board Composition

Our business and affairs are managed under the direction of our Board. Our Board is currently composed of seven directors. The number of directors is fixed by our Board, subject to the terms of our amended and restated certificate of incorporation and our amended and restated bylaws.

Our amended and restated certificate of incorporation and our amended and restated bylaws provide for a classified Board consisting of three classes of directors, each serving staggered three-year terms as follows:

(1) Our Class I directors are Messrs. Canan and Dutil and Ms. Steele, and their terms will expire at the annual meeting of stockholders in 2027.

(2) Our Class II directors are Ms. O’Connell and Mr. Skonieczny. Ms. O’Connell and Mr. Skonieczny are nominated for re-election at the Annual Meeting.

(3) Our Class III directors are Ms. Augustine and Mr. Dauch, and their terms will expire at the annual meeting of stockholders in 2026.

At each annual meeting of stockholders, upon the expiration of the term of a class of directors, each such director in the class that is reelected, or their successor, will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

 

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Our Board believes that having a mix of directors with complementary backgrounds strengthens its oversight ability, provides diverse perspectives, and represents the best interests of our stockholders. The following charts reflect our Board membership:

 

 

LOGO

Independence

The Board has affirmatively determined that all of our directors except Mr. Skonieczny meet the definition of “independent director” under the applicable rules and regulations of the SEC and the applicable listing standards of the New York Stock Exchange (“NYSE”).

Committees of the Board of Directors

Our Board has three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee. The charter of each committee is available on our website at www.revgroup.com.

The following table shows the membership of each committee of the Board (all members of which are independent) as of the date of this Proxy Statement:

 

Name   Age   

 Director 

Since

   Class  

 Audit 

 Committee 

  

 Compensation 

 Committee 

  

 Nominating and 

Corporate

Governance

Committee

             

Cynthia Augustine

   67    2024    Class III        M    
             

Jean Marie “John” Canan*

   68    2016   Class I   M       M
             

David Dauch

   60    2024   Class III       M    
             

Charles Dutil

   58    2016   Class I   M       C
             

Maureen O’Connell

   63    2023   Class II   C       M
             

Kathleen Steele

   49    2024   Class I       C    

* Chairman of the Board

C = Chairperson

M = Member

Our Board has determined that all members of the audit committee meet the financial literacy requirements under the applicable rules and regulations of the SEC and the applicable listing standards of the NYSE, and that all members of the audit committee qualify as “audit committee financial experts” as defined under SEC rules.

 

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The following table provides an overview of the roles and responsibilities of each committee of the Board:

 

 Audit Committee    Compensation Committee  

   Nominating and Corporate

   Governance Committee

 

●   Appointing, approving the compensation of, evaluating and assessing the qualifications, performance and independence of our independent registered public accounting firm;

 

●   Pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

 

●   Evaluating the performance, responsibilities, budget and staffing of our internal audit function and reviewing and approving the internal audit plan with the independent registered public accounting firm and members of management responsible for preparing our consolidated financial statements;

 

●   Reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly consolidated financial statements, earnings releases and guidance and related disclosures (including management’s discussion and analysis, risk factors and forward-looking statements), as well as critical accounting policies and practices used by us;

 

●   Reviewing the adequacy and effectiveness of our internal control over financial reporting;

 

●   Establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

 

●   Monitoring the effectiveness of our compliance policies and our compliance with legal and regulatory requirements, particularly as they relate to our consolidated financial statements and accounting matters;

 

●   Reviewing and discussing with management risks associated with our business, and our policies on

  

●   Annually reviewing and approving corporate and personal goals and objectives relevant to the compensation of our chief executive officer;

 

●   Evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive officer;

 

●   Reviewing and approving the Company’s peer companies and data sources for purposes of evaluating the Company’s compensation competitiveness and establishing the appropriate competitive positioning of the levels and mix of compensation elements;

 

●   Reviewing and approving the compensation of our officers who report directly to the chief executive officer, our officers who are “insiders” subject to Section 16 of the Exchange Act and other members of senior management;

 

●   Reviewing and establishing our overall management compensation philosophy and reviewing our executive compensation programs to determine that they are aligned with our philosophy;

 

●   Appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the compensation committee;

 

●   Assessing the independence or the existence of any conflict of interest with respect to any compensation consultant, legal counsel or other advisor retained by the compensation committee in accordance with the applicable rules and regulations of the SEC and the applicable listing standards of the NYSE;

 

●   Overseeing and administering our incentive compensation and equity compensation arrangements and

  

●   Reviewing and evaluating the size of the Board of Directors and committees of the Board and making recommendations to the Board with respect thereto;

 

●   Recommending criteria for the selection of candidates to the Board and its committees;

 

●   Identifying, evaluating and recommending to the Board qualified individuals to serve on the Board and its committees, including nominees submitted by stockholders, management and others, taking into account each candidate’s ability, judgment, experience and ensuring the candidate pool includes diverse candidates;

 

●   Making recommendations to the Board as to determinations of director independence and as to the classes on which such nominees should serve, as applicable;

 

●   Developing, recommending approval of, and periodically reviewing our Corporate Governance Policy, including for compliance with the applicable listing standards of the NYSE, and our Code of Conduct;

 

●   Establishing policies and procedures for the receipt and retention of non-accounting-related complaints and concerns;

 

●   Overseeing compliance with, and periodically reviewing, our Code of Conduct;

 

●   Overseeing our ESG program;

 

●   Reviewing and recommending to the Board on management’s proposed responses to stockholder proposals and considering other stockholder activism issues;

 

●   Leading the Board in a self-evaluation at least annually to determine whether it and its committees are functioning effectively and certifying that the performance of the Chief Executive Officer and other members of management are being appropriately

 

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risk assessment and risk management;

 

●   Oversight of our information security program;

 

●   Reviewing and approving any audit committee disclosures required in our disclosure requirements and preparing the audit committee report required by the rules of the SEC to be included in our annual proxy statement;

 

●   Reviewing our Code of Conduct annually;

 

●   Periodically reviewing matters relating to our finance, treasury and tax activities; and

 

●   Reviewing all related person transactions for potential conflict of interest situations and approving any such transactions.

  

similar plans and approving the grant of equity compensation awards thereunder;

 

●   Reviewing and approving our policies and procedures for the grant of equity-based awards;

 

●   Approving grants of equity-based awards to non-employee directors;

 

●   Overseeing our strategies, programs and initiatives related to employee health and safety; and

 

●   Reviewing and discussing with management the compensation discussion and analysis, and preparing the compensation committee report, to be included in our annual proxy statement or Annual Report on Form 10-K.

  

evaluated and reporting on such processes to the Board;

 

●   Reviewing and recommending compensation (including equity-based compensation) for our non-employee directors to the Board for approval;

 

●   Reviewing and reporting to the Board any questions of possible conflicts of interest of Board of Directors members;

 

●   Providing for new director orientation and continuing education for existing directors on a periodic basis that meets the requirements set forth in the Corporate Governance Policy; and

 

●   Overseeing management’s practices, procedures and plans relating to succession planning for the Chief Executive Officer and other senior management positions.

Board Leadership Structure and Role in Risk Oversight

We currently have a separate Chief Executive Officer and independent Chairman structure. The Board believes that such structure is in the best interest of the Company at this time, as it allows for a more effective monitoring and objective evaluation of the performance of management. The role of the Independent Chairman of the Board includes presiding at all Board meetings, including executive sessions of non-management directors, calling meetings of independent directors, serving as a contact for interested parties who wish to communicate with independent directors, developing Board meeting agendas and schedules, and periodically meeting with independent directors to discuss Board and committee performance, effectiveness and composition. Jean Marie Canan serves as our Independent Board Chair and Mark Skonieczny serves as our Chief Executive Officer.

Our Board is currently responsible for overseeing our risk management processes. The Board focuses on our general risk management strategy and the most significant risks facing us and ensures that appropriate risk mitigation strategies are implemented by management. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate and business matters and significant transactions.

In particular, our Board is responsible for monitoring and assessing strategic risk exposure; our audit committee is responsible for overseeing any related person transactions, our enterprise risk management program and our major financial risk exposures, and the steps our management has taken to monitor and control these exposures; and our compensation committee has taken steps to assess and monitor whether any of our compensation policies and programs has the potential to encourage unnecessary risk-taking.

The Board believes its approach to risk oversight helps ensure that the Board is able to effectively perform its risk oversight responsibilities under various leadership structures.

 

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Technology and Cybersecurity Risk Oversight
The Board has delegated to the audit committee risks related to technology, including cybersecurity risk. This oversight includes periodic review of our cybersecurity, privacy and data security and other types of technology risk exposures, including the potential impact on the Company’s business, operations and reputation; the steps management has taken to mitigate such exposures; the Company’s information governance policies and programs; and major legislative and regulatory developments that could materially impact such risk exposures.
Bi-annual
reports regarding cybersecurity are provided to the audit committee by the Chief Information Officer (“CIO”). These reports include information about the prevention, detection, mitigation, and remediation activities related to cybersecurity, updates to internal processes surrounding cybersecurity, and other relevant topics or information that allow the audit committee to provide proper oversight into cybersecurity risks. Additionally, the Board of Directors receives an annual update on cybersecurity from the CIO, which includes updates on material cybersecurity incidents, and updates on topics related to cybersecurity both on a broad and company-specific level.
Corporate Governance Policy and Code of Conduct
We have adopted a corporate governance policy and a code of conduct that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our corporate governance policy and code of conduct are available on our website. We intend to disclose any amendments to such documents, or any waivers of their requirements applicable to certain officers, on our website at www.revgroup.com.
Hedging and Pledging Policy
We prohibit all our directors, our executive officers and our employees from engaging in short sales of our securities; transactions in options, such as puts and calls, and other derivative securities with respect to our securities; and hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, designed to decrease the risks of ownership of our securities. Our directors, executive officers and employees are also prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.
Insider Trading Policy
We have adopted an insider trading policy applicable to our directors, officers and employees, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the NYSE. Our insider trading policy prohibits our directors, officers and employees from trading in securities of the Company while in possession of material, nonpublic information. Our insider trading policy also prohibits our directors, officers and employees from disclosing material, nonpublic information of the Company to others, unless such disclosure is made in accordance with the Company’s policies regarding the protection and external disclosure of information regarding the Company. In addition, directors, officers and certain other designated persons of the Company are required to obtain approval in advance of engaging in transactions in the Company’s securities and comply with additional trading restrictions. This summary of our insider trading policies and procedures does not purport to be complete and is qualified in its entirety by reference to our insider trading policy, a copy of which can be found as an exhibit to our Annual Report on Form
10-K
for the fiscal year ended October 31, 2024.
Meetings of the Board, Board and Committee Member Attendance and Annual Meeting Attendance
Our Board met seven times during fiscal year 2024. The audit committee met six times, the compensation committee met five times and the nominating and corporate governance committee met four times. During fiscal year 2024, each Board member attended at least 75% of the meetings of the Board and of the committees of the Board on which he or she served. We encourage all of our directors and nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory. Each then-current Board member attended the 2024 annual meeting of stockholders, with the exception of Dino Cusumano, who is no longer a member of our Board.
 
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Stockholder Communications with the Board; Stockholder Recommendations for Director Candidates

Should stockholders or other interested parties wish to communicate with the Board, non-management directors as a group or any specified individual directors, such correspondence should be sent to the attention of Stephen Zamansky, Secretary of the Board, at 245 S. Executive Drive, Suite 100, Brookfield, Wisconsin 53005. The Secretary of the Board will forward correspondence relating to a director’s duties or responsibilities to the specified recipient. Correspondence of a marketing nature, or that is unrelated to a director’s duties and responsibilities, may be discarded or otherwise addressed by the Secretary.

The nominating and corporate governance committee will consider persons recommended by stockholders to become director nominees for election in accordance with the criteria described below. Recommendations for consideration by the nominating and corporate governance committee should be sent to the Secretary of the Company in writing, together with appropriate biographical information concerning each proposed nominee, at the address noted above.

Director Nomination Considerations

In making recommendations to the Company’s Board of nominees to serve as directors, the nominating and corporate governance committee will examine each director nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate, including strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, industry knowledge and experience, and diversity (including age, gender identity, race, sexual orientation, physical ability, ethnicity, background and perspective). Consistent with this philosophy, the nominating and corporate governance committee is committed to including in each search candidates who reflect diverse backgrounds, including, but not limited to, diversity of gender and race, and will direct search firms to include women and minority candidates in recommended pools as well.

The Board believes the following minimum qualifications must generally be met by a director nominee to be recommended by the nominating and corporate governance committee:

 

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Each director must display, and have a reputation for, high personal and professional ethics, integrity and values.

 

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Each director must have demonstrated sound business judgment.

 

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Each director must be accomplished in his or her respective field as an active or former executive or senior leader of a public or private organization, with broad experience at the administrative and/or policy making level in business, government, education, technology or public interest.

 

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Each director must have relevant expertise and experience, and be able to offer advice and guidance based on that expertise and experience.

 

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Each director must be independent of any particular constituency, be able to represent all stockholders of the Company and be committed to enhancing long-term stockholder value.

 

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Each director must have sufficient time available to devote to activities of the Board of Directors and to developing a complete understanding of the Company’s business and markets.

The Board also believes directors should be selected so the Board is balanced with each director contributing talents, skills, and experiences that the Board needs as a team, supplementing existing resources and providing talent for future needs so that the Board is a diverse body.

 

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