The proposal to approve the issuance of shares of Terex Corporation (Terex) common stock to holders of REV Group, Inc. (REV) common stock in connection with the mergers pursuant to the terms of the Agreement and Plan of Merger, dated as October 29, 2025, by and among Terex, REV, Tag Merger Sub 1 Inc., a wholly owned subsidiary of Terex, and Tag Merger Sub 2 LLC, a wholly owned subsidiary of Terex (the Terex stock issuance proposal).
The proposal to approve the adjournment of the Terex special meeting to solicit additional proxies if there are not sufficient votes at the time of the Terex special meeting to approve the Terex stock issuance proposal (the Terex adjournment proposal).