UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 11, 2020

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REV Group, Inc.

(Exact name of registrant as specified in its charter)

111 E. Kilbourn Avenue, Suite 2600, Milwaukee, WI 53202

(Address of principal executive offices and zip code)

(414) 290-0910

(Registrant’s telephone number, including area code)

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

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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:

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

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 Arrangements of Certain Officers.

On June 11, 2020, the Board of Directors (the “Board”) of REV Group, Inc. (the “Company”) approved the appointment of Mark Skonieczny as Chief Financial Officer of the Company, effective as of June 13, 2020, replacing Dean Nolden in this role.

Prior to his appointment as Chief Financial Officer of the Company, Mr. Skonieczny, 51, previously served as the Vice President and Corporate Controller at Adient PLC from October 2016 through October 2019. During this time, Mr. Skonieczny also held additional responsibilities as Vice President of Finance for the Global Seating Business and most recently Vice President of Finance for the Asia Pacific region.  From October 1999 through October 2016, Mr. Skonieczny held numerous roles at Johnson Controls, Inc., including Vice President of Corporate Development (December 2013 to October 2016), Vice President of Finance – Power Solutions Business (April 2012 to December 2013), Vice President of Finance – Building Efficiency (August 2007 to April 2012) and Assistant Corporate Controller (October 2004 to August 2007).

In connection with his appointment as Chief Financial Officer, the Company entered into an offer letter (the “Offer Letter”) with Mr. Skonieczny setting forth certain terms of his employment with the Company commencing June 13, 2020. The Offer Letter and Mr. Skonieczny’s employment thereunder may be terminated with or without cause or notice, by the Company or by Mr. Skonieczny.

Under the terms of the Offer Letter, Mr. Skonieczny will receive an initial annual base salary of $470,000. In addition, Mr. Skonieczny will be eligible to participate in the REV Management Incentive Plan for fiscal year 2020 at a target level of 75% of base salary, with a maximum payout of 150% of base salary. Mr. Skonieczny will also be eligible to participate in the Rev Group, Inc. 2016 Omnibus Incentive Plan (the “Plan”) and on June 13, 2020 the Board granted an initial restricted stock award to Mr. Skonieczny under the Plan equivalent to 140% of his base salary, vesting in equal installments on December 31st of each of 2020, 2021, 2022 and 2023. The share amounts for each of these awards was determined based on the Company’s average share price for the prior 30 days at the time of grant. Additional annual awards under the Plan are expected to be reviewed by the Board in December of each year. Mr. Skonieczny will also be eligible to participate in all employee benefits plans offered to the Company’s employees generally.

The foregoing description of the Offer Letter contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer Letter. A copy of the Offer Letter will be filed as an exhibit to the Company’s next quarterly report on Form 10-Q.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

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.

Exhibit 99.1

REV Group Appoints Mark A. Skonieczny Jr. Chief Financial Officer as Dean Nolden Departs

Milwaukee, WI – June 15, 2020 - REV Group, Inc. (NYSE:REVG), a leading manufacturer of specialty vehicles announced today that Dean Nolden is stepping down as CFO. Replacing Mr. Nolden, the company appointed Mark A. Skonieczny chief financial officer effective June 13, 2020. Mr. Skonieczny was most recently Vice President and Corporate Controller of Adient PLC. Prior to that, Mr. Skonieczny spent 17 years at Johnson Controls in a variety of financial roles including Vice President of Corporate Development, Vice President of Finance, Global Aftermarket -Power Solutions, Vice President of Finance, Middle East, Latin America and NA Systems- Building Efficiency, and Assistant Corporate Controller.

“I am pleased to welcome Mark to our leadership team,” said Rod Rushing, President and Chief Executive Officer of REV Group, Inc. “Mark brings a broad set of experiences in leading financial teams within industrial manufacturing companies including driving operational change and leading transformational portfolio initiatives. I am certain that Mark will have an immediate impact to our business and accelerate our efforts to become a top performing industrial company.”

As CFO, Skonieczny will lead REV Group, Inc.’s financial organization and be responsible for accounting, treasury, financial planning and analysis, tax, corporate development and investor relations.

Skonieczny holds a bachelor’s degree in accounting from Michigan State University and began his career as a Certified Public Accountant with Coopers & Lybrand LLP.

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About REV Group, Inc.

REV Group (REVG) is a leading designer, manufacturer, and distributor of specialty vehicles and related aftermarket parts and services. We serve a diversified customer base, primarily in the United States, through three segments: Fire & Emergency, Commercial, and Recreation. We 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). Our diverse portfolio is made up of well-established principal vehicle brands, including many of the most recognizable names within their industry. Several of our 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

Forward-Looking Statements

This news release contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. This news release includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “strives,” “goal,” “seeks,” “projects,” “intends,” “forecasts,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this news release and include statements regarding our intentions, beliefs, goals or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which we operate.

Our forward-looking statements are subject to risks and uncertainties, including those highlighted under “Risk Factors” and “Cautionary Statement on Forward-Looking Statements” in the Company’s annual report on Form 10-K, and in the Company’s subsequent quarterly reports on Form 10-Q, together with the Company’s other filings with the SEC, which risks and uncertainties may cause actual results to differ materially from those projected or implied by the forward-looking statement. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which only speak as of the date hereof. The Company does not undertake to update or revise any forward-looking statements after they are made, whether as a result of new information, future events, or otherwise, expect as required by applicable law.