Form 8-K - Current report

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): October 19, 2023

BLUE BIRD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-36267

46-3891989

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

3920 Arkwright Road

2nd Floor

Macon, Georgia 31210

(Address of principal executive offices and zip code)

(478) 822-2801

(Registrant's telephone number including area code)

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 (see General Instruction A.2. below):


☐			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(s)

Name of each exchange on which registered

Common stock, $0.0001 par value

BLBD

NASDAQ Global Market

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

(b) On October 19, 2023, Mr. Adam Gray, a Class II director of Blue Bird Corporation (the “Company”), tendered his resignation from our Board of Directors, effective October 19, 2023. Mr. Gray’s decision was not based on any disagreement with the Company regarding its operations, policies or practices.

(d) On October 19, 2023, the Board elected Ms. Julie A. Fream as a Class II director of the Company, to fill the vacancy created by the resignation of Mr. Gray. Ms. Fream was also appointed to serve as a member of the Corporate Governance and Nominating Committee, effective immediately.

Since 2013, Ms. Fream has been the President and CEO of the MEMA Original Equipment Suppliers, a 500+ company-member trade association that advocates and advances vehicle suppliers’ business needs in North America. In this role, she led the association through a restructuring while developing and implementing a new strategic plan. She continues to steer the organization as the vehicle industry undergoes the transition to clean powertrain technologies.

Ms. Fream serves on the Board of Directors of Corewell Health, a $14 billion healthcare system formed in 2022 by the union of two healthcare organizations, Beaumont Health and Spectrum Health. She chairs the Executive and Compensation Committees. Ms. Fream has served as a director of Beaumont Health since 2014. From 2011 to 2018, Ms. Fream served an eight-year term as a governor-appointed trustee for Michigan Technological University, a research university focused primarily on engineering and related fields. From 2014 to 2016, she served as chair of the Michigan Technology University Board of Trustees. Ms. Fream holds an MBA from Harvard Business School and a Bachelor of Science degree in Chemical Engineering from Michigan Technological University.

There are no arrangements or understandings between Ms. Fream and any other persons pursuant to which she was elected as a director. There are no existing transactions and no proposed transactions between Ms. Fream and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Fream will participate in our director compensation programs to the same extent as other directors (excluding Messrs. Penn and Thau), which have been previously disclosed most recently in our Definitive Proxy Statement dated February 3, 2023 with respect to our 2023 Annual Meeting of Stockholders, under the section titled “Fiscal 2022 Director Compensation.”

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

99.1 Press release of the Company, dated October 23, 2023.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BLUE BIRD CORPORATION

By:						/s/ Ted Scartz
Name:						Ted Scartz
Title:						Senior Vice President and General Counsel

Dated: October 23, 2023

PRESS RELEASE

Blue Bird Appoints Julie Fream to Board of Directors

Experienced automotive executive brings decades of strategy, sales, and business development experience to the Blue Bird Board

MACON, Ga. (Oct. 23, 2023) – Blue Bird Corporation (Nasdaq: BLBD), the leader in electric and low-emission school buses, today announced that Julie A. Fream has joined the company’s Board of Directors. Fream succeeds Adam Gray, managing partner of Coliseum Capital Management LLC, who has decided to step down from the Board following Coliseum’s sale of its Blue Bird holdings through a secondary offering.

Fream is a business strategy and implementation expert with 40 years of automotive industry and board experience. Since 2013, she has been the president and CEO of MEMA Original Equipment Suppliers, a 500+ company-member trade association that advocates and advances vehicle suppliers’ business needs in North America. Fream continues to steer the organization as the vehicle industry undergoes a major transformation to clean-powertrain technologies.

Fream is the founding chair of the Board of Directors for Corewell Health, a $14 billion healthcare system formed in 2022. From 2011 to 2018, she served an eight-year term as a governor-appointed trustee for Michigan Technological University, a research university focused primarily on engineering and related fields. From 2014 to 2016, Fream served as chair of the Michigan Tech Board of Trustees.

“We are delighted to have Julie join our Board at this unprecedented time in Blue Bird’s evolution, as we build on our leadership in zero- and low-emission student transportation and look forward to continued profitable

growth,” said Phil Horlock, CEO of Blue Bird Corporation. “Julie’s strategic and business development expertise, broad industry experience and extensive knowledge of the automotive-supply base adds to our Board’s capabilities. We look to our Board members to actively engage in the strategic direction and oversight of our Company, and with Julie’s automotive experience and accomplishments, I know she will be a great addition.”

Added Horlock: “On behalf of the Board, I would also like to extend our deepest gratitude to Adam Gray for his strategic guidance and unwavering commitment to Blue Bird since rejoining the Board in 2021.”

Fream has received many honors during her distinguished career, including being recognized among the “Top 100 Influential Women in Michigan” by Crain’s Detroit Business in 2016 and 2021. In addition, she was named one of the “Top 100 Leading Women in the North American Automotive Industry” by Automotive News in 2015 and 2020.

Fream holds an MBA from Harvard Business School and a B.S. in Chemical Engineering from Michigan Technological University.

Press Photo/Caption: Blue Bird Corporation appointed Julie A. Fream, a veteran automotive executive, to its Board of Directors.

About Blue Bird Corporation

Blue Bird (NASDAQ: BLBD) is recognized as a technology leader and innovator of school buses since its founding in 1927. Our dedicated team members design, engineer and manufacture school buses with a singular focus on safety, reliability, and durability. Blue Bird buses carry the most precious cargo in the world – the majority of 25 million children twice a day – making us the most trusted brand in the industry. The company is the proven leader in low- and zero-emission school buses with more than 20,000 propane, natural gas, and electric powered buses in operation today. Blue Bird is transforming the student transportation industry through cleaner energy solutions. For more information on Blue Bird's complete product and service portfolio, visit www.blue-bird.com.

Investor Contact

Mark Benfield

Blue Bird Corporation

T: +1.478.822.2315

E: Mark.Benfield@blue-bird.com

Cover Page Document	Oct. 19, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 19, 2023
Entity Registrant Name	BLUE BIRD CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36267
Entity Tax Identification Number	46-3891989
Entity Address, Address Line One	3920 Arkwright Road
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	Macon
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	31210
City Area Code	478
Local Phone Number	822-2801
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(g) Security	Common stock, $0.0001 par value
Trading Symbol	BLBD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001589526
Amendment Flag	false