8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): January 10, 2024

______________________

REV Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37999	26-3013415
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)

245 South Executive Drive, Suite 100

Milwaukee, WI 53005

(Address of principal executive offices and zip code)

(414) 290-0190

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: N/A

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock ($0.001 Par Value)	REVG	New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(d). On January 10, 2024, the Board of Directors (the “Board”) of REV Group, Inc. (the “Company”) increased the size of the Board from nine persons to ten persons and elected Kathleen M. Steele to serve as a Class I director to fill the vacancy created by such increase, effective January 10, 2024. Ms. Steele's term as a Class I director will expire at the upcoming annual meeting of stockholders, and she will stand for re-election. If elected, she will serve until her term expires or until a successor has been elected and qualified.

The Board has determined that Ms. Steele is independent under the corporate governance requirements of the New York Stock Exchange.

Ms. Steele’s compensation will be consistent with that of other non-employee directors. In connection with her appointment, Ms. Steele will enter into a standard indemnification agreement with the Company in the form previously approved by the Board.

There are no arrangements or understandings between Ms. Steele and any other person pursuant to which Ms. Steele was selected as a director and there are no related party transactions between the Company and Ms. Steele that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	REV Group, Inc. press release dated January 10, 2024
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: January 10, 2024	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		President and Chief Executive Officer, Interim Chief Financial Officer, and Director   (Principal Executive and Financial Officer)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

REV Group Announces Kathleen M. Steele as New Independent Board Member

BROOKFIELD, Wis – Jan. 10, 2024 – REV Group, Inc. (NYSE:REVG), a leading manufacturer of specialty vehicles, announced today that Kathleen M. Steele has been appointed as an independent member of its Board of Directors, effective immediately. Steele’s appointment is in anticipation of Donn Viola’s retirement at this year’s Annual Meeting of Stockholders in February.

Steele is currently an advisor to Equity Group Investments (EGI), a Chicago based private investment firm she joined in July 2000, and at which she most recently served as a managing director through June 2023. Prior to joining EGI in 2000, she worked in the investment banking division of Merrill Lynch.

Steele currently serves on the Board of EagleRidge Energy, an oil and gas development and production company, and on the Investment Committee of Pohlad Investment Management.

“On behalf of REV Group’s Board of Directors, I am pleased to welcome Kathleen to the Board, and thank Donn for his many years of dedication, advice and service,” said Board Chair Paul Bamatter. “As a new member, Kathleen brings extensive investment management and financial leadership expertise to the company. We believe her broad experience will help drive value creation for REV Group.”

Steele graduated Phi Beta Kappa from Dartmouth College with a bachelor’s degree in economics and mathematics, magna cum laude. Currently, Steele chairs the Finance Committee and is a member of the Board of Trustees of Scared Heart Schools Chicago and sits on the leadership council of A Better Chicago, a venture philanthropy fund focused on improving educational opportunities for low-income students in Chicago.

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About REV Group, Inc.

REV Group companies are leading designers and manufacturers of specialty vehicles and related aftermarket parts and services, which serve a diversified customer base, primarily in the United States, through three segments: Fire & Emergency, Commercial, and Recreation. They provide customized vehicle solutions for applications, including essential needs for public services (ambulances, fire apparatus, school buses, and transit buses), commercial infrastructure (terminal trucks and industrial sweepers), and consumer leisure (recreational vehicles). REV Group's diverse portfolio is made up of well-established principal vehicle brands, including many of the most recognizable names within their industry. Several of REV Group's brands pioneered their specialty vehicle product categories and date back more than 50 years. REV Group trades on the NYSE under the symbol REVG. Investors-REVG

Investor Relations

Drew Konop
VP, Investor Relations & Corporate Development
+1.262.957.4594 (mobile)
investors@revgroup.com

Media Relations

Julie Nuernberg

Sr Director Marketing & Communications

+1.262.389.8620 (mobile)

julie.nuernberg@revgroup.com

XML

Cover	Jan. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 10, 2024
Entity File Number	001-37999
Entity Registrant Name	REV Group, Inc.
Entity Central Index Key	0001687221
Entity Tax Identification Number	26-3013415
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	245 South Executive Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Milwaukee
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53005
City Area Code	414
Local Phone Number	290-0190
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($0.001 Par Value)
Trading Symbol	REVG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false