REV Group shareholders approve bylaw amendments and officer liability limits

In a move to update corporate governance, REV Group, Inc. shareholders have approved several amendments to the company’s articles of incorporation and bylaws, as well as a change in fiscal year. These changes were voted on during the Annual Meeting held on Thursday, February 27, 2025. The company, currently trading at $30.39, has demonstrated strong financial health with a perfect Piotroski Score of 9, according to InvestingPro analysis.

The approved amendments include the elimination of supermajority voting provisions, which potentially makes it easier for shareholders to make certain decisions. Additionally, the amendments limit the liability of officers in accordance with Delaware law and introduce a federal forum selection provision, which designates federal courts as the place for resolving any disputes under federal securities laws.

These changes are now reflected in the company’s restated certificate of incorporation and the Third Amended and Restated Bylaws, both of which became effective immediately on the day of the meeting. The bylaws have also been updated to enhance clarity around procedural requirements for stockholder meetings and director nominations.

During the meeting, stockholders also ratified the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2025, and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

However, one particular proposal to eliminate inoperative provisions and implement miscellaneous amendments to the certificate of incorporation did not receive approval.

REV Group, Inc., listed on the New York Stock Exchange under the ticker (NYSE:REVG), is a manufacturer in the motor vehicles and passenger car bodies industry, as classified under the Standard Industrial Classification code 3711.

The information reported here is based on the company’s filing with the Securities and Exchange Commission and is intended to provide shareholders and the public with key updates on corporate governance matters.

In other recent news, REV Group has reported its Q3 Fiscal 2024 earnings, with an earnings per share (EPS) of $0.51, meeting analyst expectations, although revenue fell short at $597.9 million against a forecast of $630.99 million. Despite the revenue miss, the company’s stock rose, reflecting positive investor sentiment towards its operational performance and strategic updates. Baird has maintained an Outperform rating on REV Group, raising the price target to $38 from $32, citing a significant Specialty backlog as a key driver for expected margin and EPS growth through 2027. The firm highlights the company’s ability to generate meaningful free cash flow and a sizable buyback authorization as contributing factors to this positive outlook.

Additionally, REV Group has entered into an amendment to its credit agreement, extending the maturity of its senior secured asset-based revolving credit facility by five years and adjusting several financial terms. The total commitments for revolving loans and letters of credit have been reduced from $550 million to $450 million, with changes in interest rates and borrowing base calculations. The amendment reflects the company’s efforts to optimize its capital structure and maintain financial flexibility.

The company has also updated its fiscal 2024 guidance, projecting revenue between $2.350 billion and $2.450 billion and adjusted EBITDA between $155 million and $165 million. Despite challenges in the RV market, with declining sales and dealer inventories, REV Group anticipates continued momentum in its Fire and Emergency businesses. Investors and stakeholders are encouraged to review the company’s recent SEC filings for a detailed understanding of these developments.

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