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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): August 2, 2024
  
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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par valueBLBDNASDAQ 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 August 2, 2024, the Board of Directors of Blue Bird Corporation (the “Company”) approved the appointment of Mr. Britton Smith, our President, to the additional office of Chief Executive Officer (“CEO”) of the Company, effective September 29, 2024, as reported below. As a result, our current CEO, Mr. Philip Horlock, will resign from the CEO position effective as of close of business on September 28, 2024. Mr. Horlock will thereafter no longer be employed by the Company but will continue to serve as a Class III director of the Company.

(c) On August 2, 2024, the Board of Directors of the Company (the “Board”) appointed Mr. Britton Smith, currently our President, to the positions of President and CEO of the Company, effective September 29, 2024.

Mr. Smith, age 47, was appointed President of the Company on May 31, 2023. Mr. Smith joined the Company as Senior Vice President of Electrification and Chief Strategy Officer in March 2022. Prior to that, Mr. Smith was employed by KPMG and Gotham Consulting Partners, providing management consulting services to top tier private equity and corporate clients from 2020 to February 2022. From 2016 to 2020, Mr. Smith was founder and CEO of Bonsai Finance, a financial-tech company establishing an online financial services marketplace for consumers. Before 2016, Mr. Smith was employed at Dollar Financial Group in London and McKinsey and Company.

The Compensation Committee of the Board has approved the following adjusted compensation terms for Mr. Smith, effective September 29, 2024: an annual base salary of $650,000; a potential annual cash bonus under the Company’s annual Management Incentive Plan (“MIP”) at a target level of 150% of his base salary for fiscal year 2025; and a potential long-term equity incentive award at a target level of 175% of his base salary under the Company’s annual long-term equity incentive plan (“LTIP”) for fiscal year 2025.

Mr. Smith will participate in the Company’s existing executive compensation and benefits programs along with the other executive officers of the Company, subject to the decisions of, and program administration by, the Compensation Committee of the Board, as described in the Company’s Definitive Proxy Statement dated February 5, 2024, with respect to its 2024 Annual Meeting of Stockholders. As described therein, long term incentive awards (“LTIs”) are generally granted in December of each year for the ensuing fiscal year. Historically, the LTI awards vest annually in three equal tranches, including a performance component tied to the annual MIP, with a maximum forfeiture of 50%, and consisting of 100% restricted stock units.

(d) On August 2, 2024, the Board elected Mr. Britton Smith, currently our President, as a Class I director of the Company effective August 7, 2024, to fill the vacancy created by the prior resignation of Mr. Gurminder Bedi. Mr. Smith will not receive any additional compensation for his service as a director of the Company. Mr. Smith will not serve on any committees of the Board.

There are no arrangements or understandings between Mr. Smith and any other persons pursuant to which he was elected as a director. Other than his employment compensation arrangements, there are no existing or proposed transactions between Mr. Smith and the Company, and there are no existing or proposed transactions between Mr. Smith and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

(e) On August 2, 2024, the Compensation Committee of the Board approved certain adjusted compensation arrangements for Mr. Britton Smith, effective September 29, 2024. Mr. Smith’s new compensation arrangements are described in subparagraph (c) above and incorporated herein by reference.

Item 8.01    Other Events.

Mr. Kevin Penn will step down from his role as Chairman of the Board, effective August 7, 2024, and the Board has elected Mr. Douglas Grimm as Chairman of the Board, effective August 7, 2024. Mr. Penn will continue to serve as a Class I director of the Company.

We issued a press release on August 7, 2024, announcing the events reported in this Current Report on Form 8-K, a copy of which is furnished as Exhibit 99.1 to this Report.

Item 9.01    Financial Statement and Exhibits.

(d)    Exhibits.


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: August 7, 2024


image_0a.jpg

PRESS RELEASE

Blue Bird Announces CEO and Chairman Transition Plan

Britton Smith, President of Blue Bird, to Succeed Phil Horlock as CEO
Doug Grimm, Director, to Succeed Kevin Penn as Chairman


MACON, Ga. (August 7, 2024) – Blue Bird Corporation (Nasdaq: BLBD), the leader in electric and low-emission school buses, today announced that Britton Smith will assume the position of President & CEO, effective September 29, 2024, and that the Board of Directors has elected Doug Grimm as Chairman, effective immediately.

Mr. Smith will succeed Phil Horlock, who served as the Company’s President & CEO from 2011 to 2021 and was reappointed to the position in May 2023. Mr. Horlock will continue to serve as a member of the Board, to ensure a smooth transition with Mr. Smith, who has also been elected to the Company’s Board of Directors, effective immediately.

Mr. Smith has held various executive roles since joining Blue Bird in 2022, including leading the Company’s highly-successful EV business and growth strategy. Since being appointed President in mid-2023, he has taken on increasing functional responsibilities across the company.

“Britton and I have worked very closely together over the past year and he is well-qualified and prepared for the CEO position,” said Horlock. “After being named President a year ago, we developed a rigorous transition plan for Britton to take on increasing responsibility across the entire business and that has been fully executed with great success, as demonstrated by our recent results.

“It’s been a privilege to have led this incredible Company for almost 14 years,” continued Horlock. “I want to give thanks to our amazing team at Blue Bird and our dealers for their dedication and drive in making this nearly 100-year-old company the undisputed leader in alternative-powered school buses. I’d also like to recognize our Board of Directors, and especially our Chairman, Kevin Penn, for their unwavering


support and friendship during my tenure. I am very excited for our future with Britton taking over as CEO at the start of our next fiscal year, and I look forward to supporting our continued growth under his leadership, from my seat on the Board.”

“I am truly honored to have the opportunity to lead Blue Bird as we build on the foundation established by Phil, our leadership team, dealer network, and our workforce,” said Smith. “Managing our transition to EV leadership has been an incredible experience and I look forward to even greater growth ahead for the entire Company. It’s an exciting time in Blue Bird’s history, and I’m energized by the opportunities ahead,” said Smith.

In addition to the CEO transition, Doug Grimm will succeed Kevin Penn as Chairman of the Board, who has served in that role since 2016. Mr. Penn will continue to serve as a member of the Board of Directors.

“It is an honor to step into the role of Chairman at such an exciting time at Blue Bird,” said Grimm. “Since joining the Board in 2017, I have seen the team execute a rigorous transformation by making smart investments and introducing new products that differentiate us from our competitors. As a result, Blue Bird finds itself in a position of leadership and strength today. I look forward to working with my fellow Directors to capitalize on our momentum and further expand the value we provide to our customers, shareholders, employees, and suppliers.”

“On behalf of the Board, I would like to thank Phil for his significant contributions and for the stability he has provided as CEO over many years,” said Penn. “He has been instrumental in positioning the Company for long-term success, and in particular for firmly establishing Blue Bird as the alternative-power leader in school buses. Doug and Britton know Blue Bird and our industry exceptionally well, and are outstanding choices to lead the Company into the future by building on the terrific momentum we are seeing today.”

Mr. Smith holds a master’s degree in Business Administration from the Harvard Business School and a bachelor’s degree in Mechanical Engineering with Highest Distinction from the United States Naval Academy.

Mr. Grimm is currently Chairman of the Board for Electrical Components International, and a Board member with Lumileds and Pangea.

Mr. Grimm holds a bachelor’s degree in Economics & Management from Hiram College (OH) and has a master’s degree in Business Administration from the University of Detroit.



image1a.jpg
Blue Bird appointed Britton Smith to President & CEO after he served as the company’s President since June 2023

imagea.jpg
Doug Grimm appointed as Chairman of Blue Bird’s Board of Directors after he served as a Director since 2017


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. School buses carry the most precious cargo in the world – 25 million children twice a day – making them the most trusted mode of student transportation. 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.


Forward Looking Statements



This press release includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements include statements in this press release regarding earnings growth and Blue Bird’s future positioning and may include other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions

These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. The factors described above, as well as risk factors described in reports filed with the SEC by us (available at www.sec.gov), could cause our actual results to differ materially from estimates or expectations reflected in such forward-looking statements.


Blue Bird Investor Contact
Mark Benfield
Blue Bird Corporation
T: +1.478.822.2315
E: Mark.Benfield@blue-bird.com

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Cover Page Document
Aug. 02, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 02, 2024
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
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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
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