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 5.07 Submission of Matters to a Vote of Security Holders.
On February 23, 2023, the Company held its 2023 Annual Meeting of Stockholders in Wauwatosa, 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 17, 2023 (the “Proxy Statement”). Of 59,842,499 shares of common stock eligible to vote as of January 4, 2023, the holders of record of 57,011,274 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 III 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 | |||
| Paul Bamatter | 29,351,734 | 25,579,737 | 2,079,803 | |||
| Dino Cusumano | 43,904,656 | 11,026,815 | 2,079,803 | |||
| Randall Swift | 44,768,904 | 10,162,567 | 2,079,803 |
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, 2023.
| For | Against | Abstain | |||
| 56,621,147 | 386,697 | 3,430 |
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 | |||
| 53,841,684 | 1,034,490 | 55,297 | 2,079,803 |
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: February 24, 2023 | By: | /s/ Stephen W. Boettinger |
| Stephen W. Boettinger | ||
| General Counsel | ||