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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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 5.07 Submission of Matters to a Vote of Security Holders.
On March 4, 2021, the Company held its 2021 Annual Meeting of Stockholders in Brookfield, Wisconsin. At that meeting, the stockholders considered and acted upon three proposals pursuant to the Notice of Annual Meeting of Stockholders and as described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 21, 2021 (the “Proxy Statement”). Of 64,479,781 shares of common stock eligible to vote as of January 11, 2021, the holders of record of 61,038,926 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 I directors, each to serve for three years and until his successor has been elected and qualified, or until his earlier death, resignation or removal.
| Director | For | Withheld | Broker Non-Votes | |||
| Jean Marie “John” Canan | 40,604,666 | 18,042,041 | 2,392,219 | |||
| Charles Dutil | 43,196,665 | 15,450,041 | 2,392,219 | |||
| Donn Viola | 42,803,578 | 15,843,129 | 2,392,219 |
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, 2021.
| For | Against | Abstain | |||
| 60,655,018 | 307,911 | 75,997 |
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 | |||
| 54,456,673 | 4,142,857 | 47,177 | 2,392,219 |
Item 9.01 Financial Statements and Exhibits.
| (d) |
Exhibits. |
| 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: March 5, 2021 | By: | /s/ Stephen W. Boettinger |
| Stephen W. Boettinger | ||
| General Counsel | ||