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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Winnebago Industries Inc | NYSE:WGO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 61.71 | 0 | 09:00:00 |
Filed by the Registrant ☒
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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WINNEBAGO INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No.:
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Filing party:
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4)
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Date filed:
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David W. Miles,
Chairman
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Michael J. Happe,
President
and Chief Executive Officer
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| Proxy Statement for 2020 Annual Meeting
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Proposals
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Board
Recommendations
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Page
Reference
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1
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Elect three Class III directors to hold office for a three-year term;
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FOR ✔
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Page 2
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2
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Approve, on an advisory basis, the compensation of our Named Executive Officers;
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FOR ✔
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Page 29
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3
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Ratify the selection of Deloitte & Touche LLP as our independent registered
public accountant for Fiscal 2021; and
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FOR ✔
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Page 65
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4
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Amend the Company's Articles of Incorporation to increase the authorized Common
Stock.
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FOR ✔
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Page 69
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iv
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| Proxy Statement for 2020 Annual Meeting
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| Proxy Statement for 2020 Annual Meeting
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Vote
Required
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Voting
Options(1)
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Board
Recommend
-ation(2)
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Broker
Discretionary
Voting
Allowed(3)
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1
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Elect three Class III directors to hold office for a three-year term
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Plurality of the votes cast(4)
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FOR WITHHOLD
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FOR
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No
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2
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Advisory approval of executive compensation (the “Say on Pay” vote)
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Majority of the votes cast(5)
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FOR AGAINST ABSTAIN
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FOR
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No
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3
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Ratify the appointment of Deloitte & Touche LLP as our independent registered
public accountant for the fiscal year ending August 28, 2021
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Majority of the votes cast
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FOR AGAINST ABSTAIN
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FOR
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Yes
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4
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Amend the Company’s Articles of Incorporation to increase the authorized common
stock
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Majority of the votes cast
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FOR AGAINST ABSTAIN
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FOR
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No
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(1)
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A withhold vote or abstention will have no impact on the outcome of the voting on any of the proposals.
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(2)
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If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board's
recommendations set forth above.
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If broker discretionary voting is not allowed, your broker will not be able to vote your shares on these matters unless your broker
receives voting instructions from you. A broker non-vote will have no effect on the outcome of the voting on any of the proposals.
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(4)
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The Board of Directors has adopted a majority voting policy for the election of directors in uncontested elections. Under this
policy, in any uncontested election of directors of the Company, if any nominee receives less than a majority of the votes cast for the nominee, that nominee shall still be elected, but must tender his or her resignation to the full Board
of Directors for consideration at the next regularly scheduled meeting of the Board of Directors. The Board of Directors shall only not accept the tendered resignation for, in its judgment, a compelling reason.
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The vote of shareholders on this proposal is not binding on the Company, but rather is advisory in nature; however, the Board of
Directors intends to carefully consider the result of the vote on this proposal.
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vi
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| Proxy Statement for 2020 Annual Meeting
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| Proxy Statement for 2020 Annual Meeting
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| Proxy Statement for 2020 Annual Meeting
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| Proxy Statement for 2020 Annual Meeting
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| Proxy Statement for 2020 Annual Meeting
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1
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✔
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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THE ELECTION OF THE DIRECTOR NOMINEES.
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2
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| Proxy Statement for 2020 Annual Meeting
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Age: 49
Director Since: 2019
Committees
Finance
Human Resources
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Sara E. Armbruster
Sara E. Armbruster is Vice President, Strategy, Research and Digital Transformation for Steelcase Inc., a global office furniture manufacturer, a position she has held since March of 2018. Armbruster has
held several leadership positions since joining Steelcase in 2007 as Vice President of Corporate Strategy. As her role increased in scope and complexity, she added responsibility for a range of innovation activities, including technology product development, design research, investment in external growth opportunities, and
development of new business models. Before joining Steelcase, Ms. Armbruster was Vice President of Business Development at Banta Corporation, a contract printing company. Ms. Armbruster brings substantial experience in strategy, innovation, information
technology, and digital transformation to our Board. As a senior executive of a public company with primary responsibility in these areas, she provides valuable strategic insights and expertise with respect to growth opportunities for the
Company and areas of critical business innovation.
Skills and
Qualifications:
Digital Transformation, Innovation/Technology, Strategy,
Operational Expertise, Brand Management, Product Management
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Age: 66
Director Since: 2015
Committees
Audit
Nominating and Governance (Chair)
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William C. Fisher
William C. Fisher was the Chief Information Officer from 1999 until 2007 of Polaris Industries Inc., a manufacturer of power sports
products. He was Vice President and CIO from November 2007 until his retirement in February
2015. During his tenure at Polaris, he also served as the General Manager of Service from 2005 until 2014 overseeing all technical, dealer, and consumer service operations. Prior to joining Polaris, Mr. Fisher was employed by MTS Systems
for 15 years in various positions in information services, software engineering (applications and embedded control systems), factory automation, vehicle testing, and general management. Before that time, Mr. Fisher worked as a civil engineer for Anderson-Nichols and he later joined Autocon Industries, where he developed process
control software. Mr. Fisher’s experience as CIO at Polaris Industries has provided substantial experience with information technology and cybersecurity issues. His experience as an engineer and in executive positions in service and consumer
service operations provides valuable insight for our customer service function as
well as relationships with channel partners. His familiarity with highly discretionary consumer products is a key asset as we focus on improved service and operational efficiency.
Skills and
Qualifications:
Executive Leadership, Corporate Governance, Dealer Channel Management, Digital Transformation, Cyber Security, Technology Systems, Business Operations/Quality, Customer Service, Strategy
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| Proxy Statement for 2020 Annual Meeting
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3
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Age: 49
Director Since: 2016
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Michael J. Happe
Michael J. Happe joined Winnebago in January 2016, as the President, Chief Executive Officer and a director. Mr. Happe has
transformed the company into an outdoor lifestyle company. Under his leadership, Winnebago
has completed three major acquisitions, including Grand Design, Chris-Craft, and Newmar. He previously worked at The Toro Company, a manufacturer of turf maintenance
equipment and irrigation system supplies, where he most recently served as an Executive Officer and Group Vice President of Toro’s Residential and Contractor businesses, until 2015. A 19-year veteran of Toro, he held a series of senior leadership positions throughout his career across a variety of the company’s domestic and
international divisions. Mr. Happe’s knowledge of all aspects of the business as CEO and his drive for excellence position him well to serve on the Board. His extensive experience and positions rising in complexity and breadth at Toro,
including global business affairs, brings further expertise in corporate leadership and development and execution of business growth strategy.
Skills and
Qualifications:
Executive Leadership, Talent Management, Business Ethics, Mergers & Acquisitions, Brand Management, Sales and Marketing,
Strategy, Business Operations
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4
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| Proxy Statement for 2020 Annual Meeting
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Age: 53
Director Since: 2018
Committees
Audit
Finance (Chair)
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Maria F. Blase
Maria F. Blase currently serves as President of the Power Tools and Lifting businesses of Ingersoll Rand, a global industrial manufacturing company. Ms. Blase has more than 28 years of experience with diverse industries, including
transport, buildings, services, manufacturing, pharmaceuticals and mining. After joining Ingersoll Rand in 1999, she was promoted to global financial roles of increasing importance, including chief financial officer of the $8 billion
Climate Solutions sector. In 2013, she was named President of the HVAC and Transport Latin America business of Ingersoll Rand, and in late 2017 she assumed her most recent role.
Ms. Blase is a CPA and her previous experience includes various positions at KPMG LLP from 1993 to 1999 in increasing scope and complexity. Due to Ms. Blase’s relevant experience in finance, accounting and controls, the Board
determined that she is an audit committee financial expert. Ms. Blase brings to the Board extensive experience in international, strategic planning, acquisitions and driving business growth. The Board believes her financial and business expertise will add valuable insights to the Board.
Skills and
Qualifications:
Financial Expertise/Literacy, Financial/Capital Allocation, Diversity and Inclusion Strategy, Operation Expertise, Executive Leadership, Risk Management,
Global Experience
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Age: 60
Director Since: 2015
Committees
Human Resources
Nominating and Governance
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Christopher J. Braun
Christopher J. Braun has over 30 years of leadership experience encompassing manufacturing, finance and sales. Most recently, he was self-employed as a management consultant from 2014 through February 2020. He founded Teton Buildings in 2008 and held the position of CEO through 2013. His previous experience includes CEO of Teton Homes, Executive Vice President - RV Group at Fleetwood Enterprises and various senior management positions within PACCAR Corporation, a manufacturer of
Kenworth and Peterbilt trucks. As a recognized leader in the RV industry, Mr. Braun provides keen insights to the Board. His prior experience in the RV industry, combined with his vast manufacturing background and his role as a former CEO
make him well-positioned to critically and thoughtfully review and guide the Company’s
strategy.
Skills and
Qualifications:
Executive Leadership, Business Operations, Dealer Channel Operations, Marketing/Sales, Product Management, Industry Expertise, Talent Management, Strategy
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| Proxy Statement for 2020 Annual Meeting
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5
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Chairman of the Board
Age: 63
Director Since: 2015
Committees
Audit
Finance
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David W. Miles
David W. Miles, a financial adviser, entrepreneur and investor, was elected as Chairman of the Board in June 2019. Mr. Miles is co-founder and Managing Principal of ManchesterStory Group, an early stage venture capital firm, and founder
and manager of The Miles Group, LLC, which makes direct and indirect private equity investments. He is also a director and chair of the Audit Committee of Northwest Financial Corporation. Until the company’s sale in March 2020, Mr. Miles was
the principal owner of Miles Capital, Inc., an institutional asset management firm
serving insurance companies, public bodies, foundations & endowments, and high net worth investors, where he worked for over twenty-three years. Mr. Miles served as Executive Vice President, Principal Mutual Funds, and Executive Vice
President, AMCORE Financial, Inc., where he was responsible for asset management, trust, private banking, brokerage, employee benefits and insurance services. During his career, Mr. Miles has served as a director or officer of more than 60
public mutual funds with total assets exceeding $30 billion. Due to Mr. Miles’ vast experience in finance and as an investment advisor, the Board determined that he is an audit committee financial expert. Mr. Miles brings legal and
investment transaction experience to the Board. He also brings significant expertise in financial reporting and capital allocation strategy.
Skills and
Qualifications:
Financial Expertise/Literacy, Strategy, Mergers & Acquisitions, Financial/Capital
Allocation, Business Operations, Business Ethics, Technology
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6
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| Proxy Statement for 2020 Annual Meeting
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Age: 69
Director Since: 2008
Committees
Human Resources
Nominating and Governance
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Robert M. Chiusano
Robert M. Chiusano has served as a principal in RMC Consulting, LLC, a company focused on leadership development and operational excellence, since 2007. Mr. Chiusano previously served as Executive Vice President and Special
Assistant to the CEO and a former Executive Vice President and Chief Operating Officer of both the Government and Commercial Systems business segments of Rockwell Collins, Inc. Mr. Chiusano also currently serves as an adjunct professor
in the University of Iowa College of Engineering where he has served since 2001 and
is a member of the Coe College Board of Trustees where he serves as the Chairman of the College Relations Committee. As the former Chief Operating Officer of both Government and Commercial Systems of Rockwell Collins, Inc., Mr. Chiusano brings
senior level business leadership and strategic planning skills and an operating background
to the Board. As principal of RMC Consulting, LLC, he also brings leadership development and operational excellence skills to the Board. Mr. Chiusano served as our Chairman of the Board from 2016 to June 2019.
Skills and
Qualifications:
Executive Leadership, Talent Management, Business Operations, Product Management, Finance/Capital Allocation, Strategy, Business Ethics, Academia/Education
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Age: 62
Director Since: 2017
Committees
Audit (Chair)
Finance
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Richard (Rick) D. Moss
Richard (Rick) D. Moss most recently served as the Chief Financial Officer of Hanesbrands, Inc., a leading global basic apparel manufacturer, from 2011 until his retirement on December 31, 2017. Mr. Moss joined Hanesbrands as
Senior Vice President - Finance and Treasurer and had several roles increasing in scope and complexity prior to becoming Chief Financial Officer. Prior to his roles at Hanesbrands, Mr. Moss served as CFO of Chattem Inc., a consumer products
company. Mr. Moss has been a director of Nature’s Sunshine Products, Inc. since May
2018, and also serves as a director for the Center for Creative Economy. Due to Mr. Moss’ relevant experience in finance, accounting, and auditing, the Board determined he is an audit committee financial expert. With his many years
of experience as a chief financial officer and executive at a public company, Mr. Moss provides the Board expertise in financial and strategic planning, mergers, acquisitions and integration of businesses following mergers and acquisitions,
as well as capital allocation strategies and complex financial issues.
Skills and
Qualifications:
Financial Expertise/Literacy, Financial/Capital Allocation, Executive Leadership, Mergers & Acquisitions, Risk Management, Regulatory/Compliance, Technology/Cyber-Security
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| Proxy Statement for 2020 Annual Meeting
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7
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Age: 61
Director Since: 2017
Committees
Human Resources (Chair)
Nominating and Governance
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John M. Murabito
John M. Murabito has served as the Executive Vice President and Chief Human Resources Officer of Cigna Corporation, a health services company, since 2003. His other Human Resources leadership roles have included Chief Human
Resources Officer at Monsanto Company and Group Vice President, Human Resources for Frito-Lay, Inc., a division of PepsiCo. Mr. Murabito is a Fellow and Chair of the National Academy of Human Resources, a Member of the Boards of
Trustees of the Human Resources Policy Association and the American Health Policy Institute, and serves as Chair of the Board of Trustees for Augustana College in Rock Island, Illinois. Mr. Murabito brings strong executive leadership and talent management expertise to our Board as a senior executive of a public company. He provides
valuable insights on human capital, executive compensation, leadership development and succession planning to the Board.
Skills and
Qualifications:
Executive Leadership, Global Experience, Mergers & Acquisitions, Talent Management, Business Ethics
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8
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| Proxy Statement for 2020 Annual Meeting
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12
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| Proxy Statement for 2020 Annual Meeting
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Committees of the Board
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Audit
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Human
Resources
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Nominating and
Governance
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Finance
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Sara E. Armbruster(1)
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Maria F. Blase(1)(2)
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Christopher J. Braun(1)
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Robert M. Chiusano(1)
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William C. Fisher(1)
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David W. Miles (Chair)(1)(2)
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Richard D. Moss(1)(2)
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John M. Murabito(1)
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Number of meetings in Fiscal 2020
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8
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5
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6
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8
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Conducted a self-assessment of its performance
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✔
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✔
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✔
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✔
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Chair
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Member
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(1)
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Determined to be “independent” under applicable listing standards of the New York Stock Exchange (“NYSE”).
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(2)
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Designated as an “audit committee financial expert” for purposes of Item 407, Regulation S-K under the Securities Act of 1933, as
amended.
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| Proxy Statement for 2020 Annual Meeting
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13
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Audit Committee
Members
Richard D.
Moss,
Maria F.
Blase
William C.
Fisher
David W.
Miles
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Each year, the committee appoints the independent registered public accountant to
examine our financial statements. It reviews with representatives of the independent registered public accountant the auditing arrangements and scope of the independent registered public accountant’s examination of the books, results of
those audits, any non-audit services, their fees for all such services and any problems identified by and recommendations of the independent registered public accountant regarding internal controls. Others in regular attendance for part
of the Audit Committee meeting typically include: the Board Chair; the CEO; the CFO; the Senior Vice President, General Counsel, Secretary and Corporate Responsibility; and the Corporate Controller.
The Audit Committee meets at least annually with the CFO, the internal auditors
and the independent auditors in separate executive sessions. The Audit Committee is also prepared to meet privately at any time at the request of the independent registered public accountant or members of our Management to review any
special situation arising on any of the above subjects. The Audit Committee also performs other duties as set forth in its written charter which is available for review on the Corporate Governance portion of the Investor Relations section
of our Web Site at http://www.winnebagoind.com. The Audit Committee annually reviews its written charter and recommends to the Board such changes as it deems necessary.
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14
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| Proxy Statement for 2020 Annual Meeting
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Nominating and Governance Committee
Members
William C.
Fisher,
Christopher
J. Braun
Robert M.
Chiusano
John M.
Murabito
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The Nominating and Governance Committee’s charter, which is available for review
on the Corporate Governance portion of the Investor Relations section of our Web Site at http://www.winnebagoind.com, establishes the scope of the committee’s duties to include: (1) adopting policies and procedures for identifying and
evaluating director nominees, including nominees recommended by shareholders; (2) identifying and evaluating individuals qualified to become Board members, considering director candidates recommended by shareholders and recommending that
the Board select the director nominees for the next annual meeting of shareholders; (3) establishing a process by which shareholders and other interested parties are able to communicate with members of the Board; (4) developing and
recommending to the Board a Corporate Governance Policy applicable to the Company; (5) reviewing and approving Related Person Transactions (as defined below); and (6) overseeing the Company’s commitment to corporate responsibility
matters, including environmental, social and governance matters.
The committee recommended to the Board the director-nominees proposed in this
Proxy Statement for election by the shareholders. The Nominating and Governance Committee reviews the qualifications of, and recommends to the Board, candidates to fill Board vacancies as they may occur during the year. The Nominating and
Governance Committee will consider suggestions from all sources, including shareholders, regarding possible candidates for director. See also “Fiscal 2021 Shareholder Proposals” for a summary of the procedures that shareholders should
follow to nominate a director.
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Finance Committee
Members
Maria F.
Blase,
Sara E.
Armbruster
David W.
Miles
Richard D.
Moss
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The Finance Committee’s charter, which is available for review on the Corporate
Governance portion of the Investor Relations section of our Web Site at http://www.winnebagoind.com, establishes the scope of the committee’s duties to include: recommending to the Board financial policies, goals, and budgets that support
the financial health, strategic goals, mission, and values of the Company, including the long-range financial plan of the Company, and annual capital budgets; evaluating major capital expenditures and financial transactions.
The Finance Committee has oversight in the following specific areas: strategic
transactions, capitalization and debt and equity offerings, capital expenditure plans, financial review of business plans, rating agencies and investor relations, dividends, share repurchase authorizations, investment policy, debt
management, tax strategies, and financial risk management.
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| Proxy Statement for 2020 Annual Meeting
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15
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16
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| Proxy Statement for 2020 Annual Meeting
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| Proxy Statement for 2020 Annual Meeting
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17
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(1)
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competitively bid or regulated public utility services transactions,
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(2)
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transactions involving trustee type services,
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(3)
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transactions in which the Related Person’s interest arises solely from ownership of our equity securities and all equity security
holders received the same benefit on a pro rata basis,
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(4)
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an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that
employment relationship or transaction if:
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(i)
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the compensation arising from the relationship or transaction is or will be reported pursuant to the SEC’s executive and director
compensation proxy statement disclosure rules; or
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(ii)
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the executive officer is not an immediate family member of another executive officer or director and such compensation would have
been reported under the SEC’s executive and director compensation proxy statement disclosure rules as compensation earned for services if the executive officer was a NEO, as that term is defined in the SEC’s executive and director
compensation proxy statement disclosure rules, and such compensation has been or will be approved, or recommended to our Board of Directors for approval, by the Human Resources Committee of our Board of Directors, or
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(5)
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if the compensation of or transaction with a director is or will be reported pursuant to the SEC’s executive and director
compensation proxy statement disclosure rules.
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18
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| Proxy Statement for 2020 Annual Meeting
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•
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Certain transactions with other companies. Any transaction with another company at which a
Related Person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares or other equity securities, if the aggregate amount involved does not exceed
the greater of $1 million, or 2% of that company’s total annual revenues.
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•
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Certain Company charitable contributions. Any charitable contribution, grant or endowment
by Winnebago Industries or the Winnebago Industries Foundation to a charitable organization, foundation or university at which a Related Person’s only relationship is as an employee (other than an officer), if the aggregate amount
involved does not exceed $100,000.
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| Proxy Statement for 2020 Annual Meeting
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| Proxy Statement for 2020 Annual Meeting
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| Proxy Statement for 2020 Annual Meeting
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| Proxy Statement for 2020 Annual Meeting
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24
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| Proxy Statement for 2020 Annual Meeting
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Director
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Fees Earned
or Paid in
Cash(1)(2)
($)
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Stock
Awards(3)
($)
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All
Other
Compensation(4)
($)
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Total
($)
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Sara E. Armbruster
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$45,010
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$77,000(5)
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—
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$122,010
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Maria F. Blase
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76,146
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110,000
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—
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186,146
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Christopher J. Braun
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67,188
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110,000
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—
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177,188
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Robert M. Chiusano
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67,188
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110,000
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—
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177,188
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William C. Fisher
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| |
76,146
|
| |
110,000
|
| |
—
|
| |
186,146
|
David W. Miles
|
| |
107,500
|
| |
110,000
|
| |
—
|
| |
217,500
|
Richard D. Moss
|
| |
80,625
|
| |
110,000
|
| |
—
|
| |
190,625
|
John M. Murabito
|
| |
76,146
|
| |
110,000
|
| |
—
|
| |
186,146
|
(1)
|
Our directors may elect to receive retainer fees in cash or may defer their retainer fees into the Directors’ Deferred Compensation
Plan.
|
(2)
|
The Chair of the Board receives an additional $45,000 retainer per year, the Audit Committee Chair receives an additional $15,000
retainer per year, and the Chairs of the other Board committees receive an additional $10,000 retainer per year, each of which are reflected in these figures.
|
(3)
|
These awards, with the exception of Ms. Armbruster’s award, are valued at $37.33 per share, the closing stock price on October 9,
2019, the date of the restricted stock grant. Ms. Armbruster’s award is valued at $48.72 per share, the closing stock price on December 18, 2019, the date of the restricted stock grant.
|
(4)
|
None of the directors received perquisites and other personal benefits in an aggregate amount of $10,000 or more.
|
(5)
|
Ms. Armbruster received a prorated restricted stock unit grant upon her election to be a director on December 18, 2019, reflecting
the portion of Fiscal 2020 that Ms. Armbruster served as a director.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
25
|
Director
|
| |
Restricted
Stock Awards /
Units
|
| |
Deferred
Stock
Units
|
Sara E. Armbruster
|
| |
1,580
|
| |
—
|
Maria F. Blase
|
| |
5,944
|
| |
—
|
Christopher J. Braun
|
| |
10,684
|
| |
—
|
Robert M. Chiusano
|
| |
26,184
|
| |
27,069
|
William C. Fisher
|
| |
16,684
|
| |
7,851
|
David W. Miles
|
| |
10,684
|
| |
1,951
|
Richard D. Moss
|
| |
8,084
|
| |
—
|
John M. Murabito
|
| |
8,084
|
| |
—
|
|
26
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
27
|
|
✔
|
| |
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING, ON A
NON-BINDING, ADVISORY BASIS, FOR APPROVAL OF THE EXECUTIVE COMPENSATION AS OUTLINED IN THE PROXY STATEMENT FOR THE REASONS DISCUSSED ABOVE.
|
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
29
|
•
|
Michael J. Happe, CEO and President
|
•
|
Bryan L. Hughes, CFO; Senior Vice President, Finance, IT and Strategic Planning
|
•
|
Stacy L. Bogart, Senior Vice President, General Counsel, Secretary and Corporate Responsibility
|
•
|
Donald J. Clark, President, Grand Design
|
•
|
Brian D. Hazelton, Senior Vice President, Winnebago-brand RVs
|
•
|
Align the interests of Management with those of shareholders;
|
•
|
Provide fair and competitive compensation;
|
•
|
Integrate compensation with our business plans;
|
•
|
Reward both business and individual performance; and
|
•
|
Attract and retain key executives critical to our success.
|
|
30
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
|
| |
Incentive Plan
|
| |
Performance(1)
|
||||||
Measure
|
| |
Annual
|
| |
Long-Term(2)
|
| |
1-year
|
| |
3-year(3)
|
Net Revenue
|
| |
✔
|
| |
✔
|
| |
$ 2,355,533
|
| |
$6,358,036
|
Operating Income
|
| |
✔
|
| |
✔
|
| |
$113,762
|
| |
$452,375
|
Net Working Capital
|
| |
✔
|
| |
|
| |
14.0%
|
| |
|
Average Return on Equity (ROE)
|
| |
|
| |
✔
|
| |
|
| |
16.7%
|
(1)
|
When determining the level of actual performance for the Long-Term Incentive Plan, the Committee excluded the impact of certain
events not contemplated when creating the initial targets. There were no adjustments to net revenue or to net working capital. The average ROE and operating income metrics were adjusted for the Long-Term Incentive Plan to exclude the
following: (i) the net financial impacts of the Chris-Craft and Newmar acquisitions, (ii) the transaction costs associated with the acquisitions of Chris-Craft and Newmar, (iii) the net impact of the Tax Cuts and Jobs Act enacted on
December 22, 2017, and (iv) restructuring costs in Fiscal 2020. No adjustments were made to the actual performance metrics for the Annual Incentive Plan.
|
(2)
|
This column shows the metrics used for the 2018-2020 Long-Term Incentive Program (“LTIP”), which consist of 40% average return on
equity, 30% net revenue, and 30% operating income. The metrics for the 2019-2021 LTIP include 50% average return on invested capital (“ROIC”) and 50% cumulative adjusted earnings per share (“Adjusted EPS”), while the metrics for the
2020-2022 LTIP include 50% average ROIC and 50% cumulative Adjusted EPS.
|
(3)
|
This column shows performance for the period from Fiscal 2018-2020.
|
Performance Objective
|
| |
|
| |
Link to 2020 Compensation
|
Financial
|
| |
•
|
| |
For all NEOs other than Mr. Clark, 75% of 2020 annual incentive awards was based on
achieving targeted levels of net sales growth (40%), operating income (50%), and working capital (10%) at either the company or business unit level. The other 25% was tied to individual metrics aligned with goals deemed important to
advancing business objectives.
|
|
•
|
| |
Pursuant to the terms of his employment agreement, Mr. Clark’s incentive
compensation is tied 100% to the pretax net income of the Grand Design business that is part of our Towable segment.
|
||
|
•
|
| |
In addition, vesting for the Fiscal 2018-2020 LTIP awards was tied 50% to our
three-year average ROIC and 50% to our three-year cumulative Adjusted EPS.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
31
|
Performance Objective
|
| |
|
| |
Link to 2020 Compensation
|
Total Shareholder Returns
|
| |
•
|
| |
With the exception of Mr. Clark, 39.5% of our NEO compensation on average was
delivered in the form of company equity awards (62% in the case of our CEO).
|
|
•
|
| |
15% of the annual equity grants made in Fiscal 2020 were in the form of stock
options, which only have value to the executive if the value of the Company grows for our shareholders.
|
What we do
|
| |
What we don’t do
|
✔ Tie the majority of target total compensation to
performance
✔ Provide appropriate mix of fixed and variable pay to
reward company, line of business, and individual performance
✔ Align executive interests with the interests of the
shareholders through equity-based awards
✔ Maintain a “clawback” policy, applicable to our
executive officers’ incentive awards, which provides for the recoupment of incentive compensation payouts following certain financial restatements or in the event of certain misconduct
✔ Align our performance goals and measures with our
strategy and operating plan
✔ Maintain meaningful executive and director stock
ownership guidelines
✔ Conduct annual “say-on-pay” advisory votes
✔ Use an outside, independent third-party advisor to
provide objective compensation advice
|
| |
✘ Provide excessive severance benefits to our executive
officers
✘ Provide tax gross-ups, including excise tax gross-ups
upon change in control
✘ Grant equity awards subject to automatic acceleration
of vesting (i.e., “single-trigger”) upon change in control (as of Fiscal 2019)
✘ Allow for hedging or speculative trading of Company
securities by executives or directors
✘ Reprice options without shareholder approval
✘ Provide significant perquisites
✘ Allow for pledging by our executives and directors
|
|
32
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
•
|
Reduced the Board of Directors cash retainer, including cash retainer for chair roles, by 25%
|
•
|
Reduced Mr. Happe’s base salary by 25%
|
•
|
Reduced the financial performance component of Mr. Happe’s OICP award to 0%
|
•
|
Reduced the base salary of all NEOs (other than Mr. Clark) by 15%
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
33
|
|
|
| |
Element
|
| |
Mechanics
|
| |
Rationale
|
|
|
Paid in Cash
|
| |
Salary
|
| |
Weekly payments
Values correspond to experience and job scope
|
| |
Provides competitive fixed pay to attract employees
|
|
|
Officers Incentive Compensation Plan (OICP)
|
| |
Annual payout tied to performance against pre-determined metrics and goals across
a one-year performance period
For Fiscal 2020, the metrics included:
• 75% financial objectives
○ 40% Net Sales Growth
○ 50% Operating Income
○ 10% Net Working Capital
• 25% Individual Objectives
Payouts range from 0% - 200% of a pre-determined target value
|
| |
Incentivizes achievement of key annual objectives at an enterprise-wide or
individual business unit level - driving progress towards achievement of long-term initiatives
|
| |||
|
Paid in Equity
|
| |
Performance Share Units / Long-Term Incentive Program (LTIP)
|
| |
50% of all annual equity awards
For the Fiscal 2020-2022 performance period, payouts are tied to performance
against pre-determined goals across a three-year performance period
The metrics consist of:
• 50% Average Return on Invested Capital
• 50% Cumulative Adjusted EPS
Payouts range from 0% - 200% of a pre-determined target value
|
| |
Rewards for achievement of specific long-term financial objectives
Aligns NEOs’ interest with long-term shareholder value creation
|
|
|
Stock Options
|
| |
15% of all annual equity awards
Stock options can be exercised over ten years and vest over three years in equal
installments
|
| |
Aligns NEOs’ interest with long-term shareholder value creation as measured by
appreciation in stock price from the date of grant
|
| |||
|
Restricted Stock Units
|
| |
35% of all annual equity awards
Restricted stock units vest over three years in equal installments
|
| |
Aligns NEOs’ interest with long-term shareholder value creation
Encourages executive retention
|
|
|
34
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
(1)
|
Excludes Mr. Clark.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
35
|
•
|
Review of annual and long-term incentive designs and assistance with determination of annual and long-term incentive awards,
including Fiscal 2020 payouts
|
•
|
Review of the total compensation program, including competitive peer group analysis and analysis of executive pay levels in
relation to broader market survey data
|
•
|
Review information provided to the Committee by management
|
•
|
Develop recommendations with respect to CEO compensation decisions and provide advice to the Committee on the compensation
decisions affecting all executives, including the NEOs
|
•
|
Attend and participate in Committee meetings as requested by the Committee
|
•
|
Report on compensation trends and best practices, plan design, and the reasonableness of individual compensation awards
|
•
|
Assist the Committee in reviewing the Board’s compensation annually and assessing its competitiveness relative to market
|
•
|
Assist the Committee in assessing the extent to which the Company’s compensation policies and practices promote reasonable and
appropriate risk-taking behavior by management and avoid excessive risk-taking behavior
|
•
|
Provide a consultant independence and conflicts of interest assessment
|
•
|
Meet with the Committee and/or its members without management present
|
|
36
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
•
|
Developing, summarizing and presenting information and analyses to enable the Human Resources Committee to execute its
responsibilities, as well as addressing specific requests for information from the Committee
|
•
|
Attending Committee meetings as requested to provide information, respond to questions and otherwise assist the Committee
|
•
|
Assisting the CEO in making preliminary recommendations of base salary structure, annual and LTI program design and target award
levels for the NEOs and other employees eligible to receive annual incentive awards.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
37
|
Compensation Peers
|
|||
Harley-Davidson
|
| |
The Toro Company
|
Hyster-Yale
|
| |
Thor Industries
|
LCI Industries
|
| |
Wabash National
|
Malibu Boats
|
| |
|
Removed (3 companies)
|
| |
Added (3 companies)
|
Commercial Vehicle Group
|
| |
Donaldson Company
|
Gentherm Incorporated
|
| |
Meritor
|
Shiloh Industries
|
| |
The Timken Company
|
•
|
Experience of the executive
|
•
|
Time in position
|
•
|
Individual performance
|
•
|
Level of responsibility for the executive
|
•
|
Economic conditions, Company performance, financial condition and strategic goals
|
•
|
Competitive market data provided by the Committee’s independent compensation consultant
|
Name
|
| |
Fiscal 2020
Salary
|
| |
Fiscal 2019
Salary
|
| |
% Increase
|
Michael J. Happe
|
| |
$900,000
|
| |
$700,000
|
| |
28.6%
|
Bryan L. Hughes
|
| |
507,000
|
| |
490,000
|
| |
3.5%
|
Stacy L. Bogart
|
| |
440,500
|
| |
427,499
|
| |
3.0%
|
Donald J. Clark
|
| |
400,000
|
| |
400,000
|
| |
0.0%
|
Brian D. Hazelton
|
| |
491,500
|
| |
477,400
|
| |
3.0%
|
|
38
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
•
|
Net Sales (40%) - focuses on overall enterprise and business unit growth and also drives customer focus
|
•
|
Operating Income (50%) - reinforces the importance of profitable growth across the enterprise
|
•
|
Net Working Capital (10%) - helps measure overall financial health of the enterprise
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
39
|
Metric
|
| |
Weight
|
| |
Threshold
(25%
Payout)
|
| |
Target
(100%
Payout)
|
| |
Maximum
(200%
Payout)
|
| |
Fiscal 2020
Performance
|
| |
Actual
Payout %
(Weighted)
|
Net Sales
|
| |
40%
|
| |
$ 2,387,790
|
| |
$2,600,038 – 2,706,162
|
| |
$2,918,410
|
| |
$2,355,533
|
| |
0.0%
|
Operating Income
|
| |
50%
|
| |
$142,626
|
| |
$172,282 – 184,282
|
| |
$213,938
|
| |
$113,762
|
| |
0.0%
|
Net Working Capital
|
| |
10%
|
| |
15.3%
|
| |
14.2% – 13.6%
|
| |
12.5%
|
| |
14.0%
|
| |
10.0%
|
Total Payout Percentage
|
| |
10.0%
|
(1)
|
Mr. Happe voluntarily reduced the enterprise-wide financial performance component of his OICP to 0%, in response to the economic
disruption created by COVID-19.
|
(2)
|
Each of the NEOs, other than Mr. Clark, also have 25% of his or her target bonus opportunities tied to individualized objectives,
which are assessed by the CEO (or, the Committee, in the case of the CEO), and the proposed bonus amount is approved by the Committee.
|
(3)
|
52.5% of the OICP (i.e., 70% of his 75% Enterprise-Wide Financial Performance) for Mr. Hazelton is based upon the following
Motorhome business unit performance metrics: (i) 40% Net Sales, (ii) 40% Operating Income and (iii) 20% Net Working Capital.
|
|
40
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
|
| |
|
| |
Fiscal 2020 Target OICP
|
| |
Fiscal 2020 Actual OICP
|
||||||
Name
|
| |
Fiscal 2020
Eligible Earnings
|
| |
% of Salary
|
| |
Target Award
|
| |
% of Target
|
| |
Award
|
Michael J. Happe
|
| |
$830,770
|
| |
N/A(1)
|
| |
$1,000,000
|
| |
50%
|
| |
$500,000
|
Bryan L. Hughes
|
| |
501,115
|
| |
75.0%
|
| |
375,837
|
| |
70%
|
| |
263,086
|
Stacy L. Bogart
|
| |
436,000
|
| |
60.0%
|
| |
261,600
|
| |
62.5%
|
| |
163,500
|
Donald J. Clark(2)
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Brian D. Hazelton
|
| |
486,619
|
| |
65.0%
|
| |
316,303
|
| |
67.5%
|
| |
213,449
|
(1)
|
Mr. Happe’s target OICP is set at the listed target award amount and is not calculated as a percent of his eligible earnings.
|
(2)
|
Mr. Clark does not participate in the OICP. For Fiscal 2020, Mr. Clark received an incentive bonus of $5,515,397 under the Grand
Design Management Incentive Plan that he participates in, which is a 6.4% increase compared to his Fiscal 2019 bonus, based on the strong performance of Grand Design during Fiscal 2020. Mr. Clark’s incentive under such plan is calculated
as 3.5% of the pre-tax net income of Grand Design (before taking into account any bonus payments thereunder).
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
41
|
Metric
|
| |
Weight
|
Average Return on Invested Capital
|
| |
50%
|
Cumulative Adjusted EPS
|
| |
50%
|
|
42
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
|
| |
|
| |
|
| |
|
| |
Total Equity
|
||||||
Name
|
| |
LTIP /
Performance
Shares
(50%)
|
| |
Restricted
Stock
Units
(35%)
|
| |
Stock
Options
(15%)
|
| |
Fiscal 2020
|
| |
Fiscal 2019
|
| |
% Increase(1)
|
Michael J. Happe
|
| |
$1,550,000
|
| |
$1,085,000
|
| |
$465,000
|
| |
$3,100,000
|
| |
$1,900,000
|
| |
63.2%(2)
|
Bryan L. Hughes
|
| |
278,850
|
| |
195,195
|
| |
83,655
|
| |
557,700
|
| |
507,376
|
| |
9.9%(3)
|
Stacy L. Bogart
|
| |
231,263
|
| |
161,884
|
| |
69,379
|
| |
462,525
|
| |
435,751
|
| |
6.1%(4)
|
Donald J. Clark(5)
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Brian D. Hazelton
|
| |
270,325
|
| |
189,228
|
| |
81,098
|
| |
540,650
|
| |
525,140
|
| |
3.0%
|
(1)
|
To perform this calculation, we assumed that the Fiscal 2019 and Fiscal 2020 equity awards were earned at target.
|
(2)
|
The 63.2% increase was approved by the Committee after a review of the competitive market data provided by the Committee’s
independent compensation consultant, and after a review of the Company’s financial performance and gains in market share, revenue and operating income since the inception of Mr. Happe’s employment with the Company, his experience in the
position of Chief Executive Officer and the increased size and complexity of the Company.
|
(3)
|
The 9.9% increase was approved by the Committee, after a review of the competitive market data provided by the Committee’s
independent compensation consultant, the increased size and complexity of the Company and additional responsibilities in the areas of information technology and strategic planning.
|
(4)
|
The 6.1% increase was approved by the Committee after a review of the competitive market data provided by the Committee’s
independent compensation consultant and the increased size and complexity of the Company.
|
(5)
|
Under the terms of his employment agreement, Mr. Clark does not receive annual long-term incentive awards unless specifically
determined by the Committee.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
43
|
(1)
|
When determining the level of actual performance, the Committee excluded the impact of certain events not contemplated when
creating the initial targets. There were no adjustments to net revenue or to net working capital. The average ROE and operating income metrics were adjusted to exclude the following: (i) the net financial impacts of the Chris-Craft and
Newmar acquisitions, (ii) the transaction costs associated with the acquisitions of Chris-Craft and Newmar, (iii) the net impact of the Tax Cuts and Jobs Act enacted on December 22, 2017, and (iv) restructuring costs in Fiscal 2020.
|
Name
|
| |
Target Shares
|
| |
Target Value(1)
|
| |
Actual Shares
|
| |
Actual Value(1)
|
Michael J. Happe
|
| |
18,651
|
| |
$828,104
|
| |
10,197
|
| |
$ 555,635
|
Bryan L. Hughes
|
| |
5,574
|
| |
$247,486
|
| |
3,047
|
| |
$166,031
|
Stacy L. Bogart
|
| |
3,303
|
| |
$184,638
|
| |
1,806
|
| |
$ 98,409
|
Brian D. Hazelton
|
| |
5,486
|
| |
$243,578
|
| |
2,999
|
| |
$163,416
|
(1)
|
Target payout is valued at the closing market price of our common stock on the grant date as quoted on the NYSE. For Messrs. Happe,
Hughes and Hazelton, the value was $44.40 (October 18, 2017) and, for Ms. Bogart, the value was $55.90 (January 2, 2018). Actual payout is valued at the closing market price of our common stock on October 13, 2020, which was $54.49.
|
|
44
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
•
|
Executive Physical. In an effort to encourage executives to monitor and maintain good
health, we pay for voluntary annual physical examinations for executives, including the NEOs.
|
•
|
Recreational Vehicle and Boat Use. Our executives, including NEOs, have the opportunity to utilize our recreational vehicles and boats on a periodic and temporary basis. We encourage the executive to have a first-hand understanding
of the recreational vehicle lifestyle experienced by our customers and to provide the executive with the opportunity to evaluate product design and efficiency.
|
•
|
Car Allowance. A car allowance is provided as frequent travel is required.
|
•
|
Financial & Tax Planning. To address complex tax and financial situations, a tax and
financial planning payment is provided.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
45
|
|
46
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
47
|
|
48
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
|
50
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
Name and Principal Position
|
| |
Fiscal
Year
|
| |
Salary
($)(1)
|
| |
Bonus
($)
|
| |
Stock
Awards(2)
($)
|
| |
Option
Awards(3)
($)
|
| |
Non-Equity
Incentive
Plan
Compensation(4)
($)
|
| |
Change in
Pension Value
and Non-qualified
Deferred
Compensation
Earnings ($)
|
| |
All
Other
Compensation
($)(5)
|
| |
Total
($)
|
Michael J. Happe
President, CEO
|
| |
2020
|
| |
739,423
|
| |
—
|
| |
2,634,999
|
| |
464,992
|
| |
500,000
|
| |
—
|
| |
31,354
|
| |
4,370,768
|
|
2019
|
| |
691,346
|
| |
11,731
|
| |
1,425,000
|
| |
475,000
|
| |
138,269
|
| |
—
|
| |
34,484
|
| |
2,775,830
|
||
|
2018
|
| |
657,692
|
| |
—
|
| |
1,242,179
|
| |
414,062
|
| |
855,658
|
| |
—
|
| |
44,082
|
| |
3,213,673
|
||
Bryan L. Hughes
CFO; Senior Vice President, Finance, IT and Strategic Planning
|
| |
2020
|
| |
469,267
|
| |
46,980
|
| |
524,786
|
| |
83,647
|
| |
216,106
|
| |
—
|
| |
34,506
|
| |
1,375,292
|
|
2019
|
| |
473,183
|
| |
27,746
|
| |
380,532
|
| |
126,844
|
| |
70,997
|
| |
—
|
| |
36,084
|
| |
1,115,386
|
||
|
2018
|
| |
457,356
|
| |
—
|
| |
371,228
|
| |
123,753
|
| |
405,277
|
| |
—
|
| |
37,446
|
| |
1,395,060
|
||
Stacy L. Bogart(6)
Senior Vice President, General Counsel, Secretary and Corporate Responsibility
|
| |
2020
|
| |
408,295
|
| |
13,080
|
| |
437,217
|
| |
69,383
|
| |
150,420
|
| |
—
|
| |
33,866
|
| |
1,112,261
|
|
2019
|
| |
423,173
|
| |
20,194
|
| |
326,813
|
| |
108,938
|
| |
50,781
|
| |
—
|
| |
38,401
|
| |
968,300
|
||
|
2018
|
| |
271,346
|
| |
50,000
|
| |
701,153
|
| |
—
|
| |
211,813
|
| |
—
|
| |
25,248
|
| |
1,259,560
|
||
Donald J. Clark(7)
President, Grand Design
|
| |
2020
|
| |
400,000
|
| |
—
|
| |
—
|
| |
—
|
| |
5,515,397(8)
|
| |
—
|
| |
—
|
| |
5,915,397
|
|
2019
|
| |
400,000
|
| |
—
|
| |
—
|
| |
—
|
| |
5,160,931
|
| |
—
|
| |
—
|
| |
5,560,931
|
||
|
2018
|
| |
400,000
|
| |
—
|
| |
—
|
| |
—
|
| |
4,574,055
|
| |
—
|
| |
—
|
| |
4,974,055
|
||
Brian D. Hazelton
Senior Vice President,
Winnebago-brand RVs
|
| |
2020
|
| |
452,027
|
| |
—
|
| |
459,553
|
| |
81,103
|
| |
213,449
|
| |
—
|
| |
34,815
|
| |
1,240,947
|
|
2019
|
| |
477,400
|
| |
—
|
| |
393,855
|
| |
131,285
|
| |
46,546
|
| |
—
|
| |
36,535
|
| |
1,085,621
|
||
|
2018
|
| |
472,588
|
| |
—
|
| |
365,368
|
| |
121,802
|
| |
173,054
|
| |
—
|
| |
39,945
|
| |
1,172,757
|
(1)
|
Represents actual base salary paid during Fiscal 2020, including the temporary compensation reductions described above under
“Impact and Response to COVID-19” in the “Compensation Discussion and Analysis.”
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
51
|
(2)
|
The table below illustrates the two categories of stock awards as presented above:
|
Name
|
| |
Fiscal
Year
|
| |
Restricted Stock or
RSU Grant(a)
|
| |
LTIP / Performance
Shares(b)
|
| |
Total Stock
Awards
|
Michael J. Happe
|
| |
2020
|
| |
$1,084,991
|
| |
$1,550,008
|
| |
$2,634,999
|
|
2019
|
| |
475,000
|
| |
950,000
|
| |
1,425,000
|
||
|
2018
|
| |
414,075
|
| |
828,104
|
| |
1,242,179
|
||
Bryan L. Hughes
|
| |
2020
|
| |
245,929
|
| |
278,857
|
| |
524,786
|
|
2019
|
| |
126,844
|
| |
253,688
|
| |
380,532
|
||
|
2018
|
| |
123,742
|
| |
247,486
|
| |
371,228
|
||
Stacy L. Bogart(c)
|
| |
2020
|
| |
205,955
|
| |
231,262
|
| |
437,217
|
|
2019
|
| |
108,938
|
| |
217,875
|
| |
326,813
|
||
|
2018
|
| |
—
|
| |
—
|
| |
—
|
||
Donald J. Clark
|
| |
2020
|
| |
—
|
| |
—
|
| |
—
|
|
2019
|
| |
—
|
| |
—
|
| |
—
|
||
|
2018
|
| |
—
|
| |
—
|
| |
—
|
||
Brian D. Hazelton
|
| |
2020
|
| |
189,228
|
| |
270,325
|
| |
459,553
|
|
2019
|
| |
131,285
|
| |
262,570
|
| |
393,855
|
||
|
2018
|
| |
121,790
|
| |
243,578
|
| |
365,368
|
(a)
|
These amounts represent restricted stock and restricted stock units granted each computed in accordance with Accounting Standards
Codification (“ASC”) 718. The grant date fair value of each of the awards was determined at the closing price of the Company's shares on the NYSE on the grant date without regard to estimated forfeitures related to service-based vesting
conditions.
|
(b)
|
The amounts shown represent the grant date fair value computed in accordance with ASC 718 of the LTIP / performance share awards.
The amounts shown for Fiscal 2020-2022 LTIP represent the values that are based on achievement of 100% of the target performance. Assuming achievement of the maximum 200% of target performance, the value of the Fiscal 2020-2022 LTIP
awards would be: $3,100,016 for Mr. Happe; $557,714 for Mr. Hughes; $462,524 for Ms. Bogart; and $540,650 for Mr. Hazelton. Assumptions used in the calculation of the amounts reported in this column are included in Note 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in our 2020 Form 10-K.
|
(c)
|
Ms. Bogart joined the Company in January 2018.
|
(3)
|
The amounts shown represent the aggregate grant date fair values of the option grants. Assumptions used in the calculation of the
amounts reported in this column are included in Note 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in
our 2020 Form 10-K.
|
(4)
|
These amounts represent actual annual incentive plan award payouts made in cash to NEOs under the 2018, 2019, and 2020 OICPs. In
the case of Mr. Clark, these amounts do not represent award payouts under such OICPs, but instead represent award payouts under the pre-existing Grand Design Management Incentive Plan that he participates in. Mr. Hughes elected to defer
into the Winnebago Industries Inc. Executive Deferral Compensation Plan 25% of his annual incentive plan payout for Fiscal 2019 and Fiscal 2020 and 15% of his annual incentive plan payout for Fiscal 2018.
|
|
52
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
(5)
|
Amounts reported in this column for Fiscal 2020 include the following:
|
Name
|
| |
Tax and
Financial
Planning
|
| |
Car
Allowance
|
| |
Life Insurance
Premiums
|
| |
401(k)
Match
|
| |
Total All Other
Compensation
|
Michael J. Happe
|
| |
$7,972
|
| |
$17,992
|
| |
$312
|
| |
$5,078
|
| |
$31,354
|
Bryan L. Hughes
|
| |
7,972
|
| |
17,992
|
| |
479
|
| |
8,063
|
| |
34,506
|
Stacy L. Bogart
|
| |
7,972
|
| |
17,992
|
| |
896
|
| |
7,006
|
| |
33,866
|
Donald J. Clark
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Brian D. Hazelton
|
| |
7,972
|
| |
17,992
|
| |
479
|
| |
8,372
|
| |
34,815
|
(6)
|
Ms. Bogart received a new hire stock award of 10,000 shares of restricted stock on January 2, 2018 and a pro-rated Fiscal 2018-2020
LTIP award with a target value of 3,303 shares. She also received a sign-on bonus of $50,000 on January 2, 2018.
|
(7)
|
Under the terms of his amended employment agreement, Mr. Clark’s annual incentive plan payout under the Grand Design Management
Incentive Plan paid out 95% in cash and 5% in restricted stock units. Both the cash and restricted stock units are reported under the Non-Equity Incentive Plan Compensation column.
|
(8)
|
The amount shown here includes $275,770 in restricted stock units awarded for Fiscal 2020 performance pursuant to the Grand Design
Management Incentive Plan, as described above under “Elements of Fiscal 2020 Compensation”.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
53
|
|
| |
|
| |
|
| |
Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards(1)
|
| |
Estimated Future
Payouts Under
Equity Incentive
Plan Awards(2)
|
| |
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3)
|
| |
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
| |
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
| |
Grant Date
Fair Value
of Stock
and Option
Awards(4)
($)
|
||||||||||||
Name
|
| |
Plan
Name
|
| |
Grant
Date(5)
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |||||||||||
Michael J. Happe
|
| |
2019 Plan
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
27,417
|
| |
47.93
|
| |
464,992
|
|
2019 Plan
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
22,637
|
| |
|
| |
|
| |
1,084,991
|
||
|
2020 OICP
|
| |
|
| |
250,000
|
| |
1,000,000
|
| |
2,000,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
||
|
2020-2022 LTIP
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
8,085
|
| |
32,339
|
| |
64,678
|
| |
|
| |
|
| |
|
| |
1,550,008
|
||
Bryan L. Hughes
|
| |
2019 Plan
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,932
|
| |
47.93
|
| |
83,647
|
|
2019 Plan(7)
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,131
|
| |
|
| |
|
| |
245,929
|
||
|
2020 OICP
|
| |
|
| |
93,959.25
|
| |
375,837
|
| |
751,674
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
||
|
2020-2022 LTIP
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
1,455
|
| |
5,818
|
| |
11,636
|
| |
|
| |
|
| |
|
| |
278,857
|
||
Stacy L. Bogart
|
| |
2019 Plan
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,091
|
| |
47.93
|
| |
69,383
|
|
2019 Plan(8)
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,297
|
| |
|
| |
|
| |
205,955
|
||
|
2020 OICP
|
| |
|
| |
65,400
|
| |
261,600
|
| |
523,200
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
||
|
2020-2022 LTIP
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
1,206
|
| |
4,825
|
| |
9,650
|
| |
|
| |
|
| |
|
| |
231,262
|
||
Donald J. Clark(6)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Brian D. Hazelton
|
| |
2019 Plan
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,782
|
| |
47.93
|
| |
81,103
|
|
2019 Plan
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,948
|
| |
|
| |
|
| |
189,228
|
||
|
2020 OICP
|
| |
|
| |
79,076
|
| |
316,303
|
| |
632,606
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
||
|
2020-2022 LTIP
|
| |
12/17/19
|
| |
|
| |
|
| |
|
| |
1,410
|
| |
5,640
|
| |
11,280
|
| |
|
| |
|
| |
|
| |
270,325
|
(1)
|
Fiscal 2020 OICP targets annual performance against goals established by the Committee. Awards under the Fiscal 2020 OICP are
payable in cash. The Threshold, Target and Maximum amounts presented above represent amounts that could have been earned by our NEOs for Fiscal 2020 under the Fiscal 2020 OICP.
|
(2)
|
Fiscal 2020-2022 LTIP refers to our performance shares. For each of the NEOs except for Mr. Clark, the Threshold, Target and
Maximum amounts under the Fiscal 2020-2022 LTIP represent potential performance share amounts that are measured over a three-year performance period from September 1, 2019 through August 28, 2022.
|
(3)
|
Consists of restricted stock units that vest one-third each year on the anniversary of the grant date.
|
(4)
|
The grant date fair value per share of the restricted stock was $47.93. The Black-Scholes grant date fair value per option award
was $16.96.
|
(5)
|
The Human Resources Committee approved the Fiscal 2020 OICP and Fiscal 2020-2022 LTIP performance share award on December 17, 2019,
effective as of the beginning of Fiscal 2020.
|
(6)
|
Mr. Clark is not eligible to participate in the Fiscal 2020 OICP or Fiscal 2020-2022 LTIP performance share award; however he
remains eligible to participate in the Grand Design Management Incentive Plan.
|
(7)
|
Includes 4,073 restricted stock units ($195,229 grant date fair value) for Fiscal 2020 long-term incentives and an additional 1,058
restricted stock units ($50,700 grant date fair value) in recognition of efforts contributing to the Company’s acquisition of Newmar.
|
|
54
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
(8)
|
Includes 3,378 restricted stock units ($161,905 grant date fair value) for Fiscal 2020 long-term incentives and an additional 919
restricted stock units ($44,050 grant date fair value) in recognition of efforts contributing to the Company’s acquisition of Newmar.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
55
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
| |
LTIP / Performance Shares
|
|||||||||||||||
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of Stock
That Have Not
Vested
(#)
|
| |
Market Value
of Shares or
Units of Stock
That Have Not
Vested(11)
($)
|
| |
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That
Have Not Yet
Vested
(#)
|
| |
Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That
Have Not
Vested(12)
($)
|
||
Michael J. Happe
|
| |
10,000
|
| |
—(1)
|
| |
16.67
|
| |
01/18/26
|
| |
|
| |
|
| |
|
| |
|
|
13,300
|
| |
—(2)
|
| |
27.89
|
| |
10/11/26
|
| |
|
| |
|
| |
|
| |
|
||
|
| |
17,000
|
| |
—(3)
|
| |
35.50
|
| |
12/13/26
|
| |
|
| |
|
| |
|
| |
|
|
| |
18,676
|
| |
9,339(4)
|
| |
44.40
|
| |
10/18/27
|
| |
|
| |
|
| |
|
| |
|
|
| |
14,275
|
| |
28,556(6)
|
| |
31.70
|
| |
10/15/28
|
| |
|
| |
|
| |
|
| |
|
|
| |
—
|
| |
27,417(7)
|
| |
47.93
|
| |
12/17/29
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
18,651(8)
|
| |
1,089,405
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
29,968(9)
|
| |
1,750,431
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
32,339(10)
|
| |
1,888,921
|
|
| |
|
| |
|
| |
|
| |
|
| |
3,109(4)
|
| |
181,597
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
9,990(6)
|
| |
583,516
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
22,637(7)
|
| |
1,322,227
|
| |
|
| |
|
Bryan L. Hughes
|
| |
5,581
|
| |
2,972(4)
|
| |
44.40
|
| |
10/18/27
|
| |
|
| |
|
| |
|
| |
|
|
| |
3,812
|
| |
7,626(6)
|
| |
31.70
|
| |
10/15/28
|
| |
|
| |
|
| |
|
| |
|
|
| |
—
|
| |
4,932(7)
|
| |
47.93
|
| |
12/17/29
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,574(8)
|
| |
325,577
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,003(9)
|
| |
467,455
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,818(10)
|
| |
339,829
|
|
| |
|
| |
|
| |
|
| |
|
| |
930(4)
|
| |
54,321
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
2,668(6)
|
| |
155,838
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
5,131(7)
|
| |
299,702
|
| |
|
| |
|
Stacy L. Bogart
|
| |
3,274
|
| |
6,549(6)
|
| |
31.70
|
| |
10/15/28
|
| |
|
| |
|
| |
|
| |
|
|
| |
—
|
| |
4,091(7)
|
| |
47.93
|
| |
12/17/29
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,303(8)
|
| |
192,928
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,873(9)
|
| |
401,452
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,825(10)
|
| |
281,828
|
|
| |
|
| |
|
| |
|
| |
|
| |
3,334(5)
|
| |
194,739
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
2,292(6)
|
| |
133,876
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
4,297(7)
|
| |
250,988
|
| |
|
| |
|
Donald J. Clark
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Brian D. Hazelton
|
| |
7,000
|
| |
—(2)
|
| |
27.89
|
| |
10/11/26
|
| |
|
| |
|
| |
|
| |
|
|
| |
5,493
|
| |
2,748(4)
|
| |
44.40
|
| |
10/18/27
|
| |
|
| |
|
| |
|
| |
|
|
| |
3,945
|
| |
7,893(6)
|
| |
31.70
|
| |
10/15/28
|
| |
|
| |
|
| |
|
| |
|
|
| |
—
|
| |
4,782(7)
|
| |
47.93
|
| |
12/17/29
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,486(8)
|
| |
320,437
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,283(9)
|
| |
483,810
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,640(10)
|
| |
329,432
|
|
| |
|
| |
|
| |
|
| |
|
| |
915(4)
|
| |
53,445
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
2,760(6)
|
| |
161,212
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
3,948(7)
|
| |
230,603
|
| |
|
| |
|
|
56
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
(1)
|
Represents stock option granted on January 18, 2016 as a new hire grant under the Company's 2014 Omnibus Equity, Performance Award
and Incentive Compensation Plan (the "2014 Plan"), which vested with respect to 33% of the shares covered by the option on each of the first three anniversaries of the grant date.
|
(2)
|
Represents stock granted on October 11, 2016 as an annual grant under the 2014 Plan, which vested with respect to 33% of the shares
covered by the option on each of the first three anniversaries of the grant date.
|
(3)
|
Represents award granted on December 13, 2016 as a grant for the purchase of Grand Design RV, LLC under the 2014 Plan, which vested
with respect to 33% of the shares covered by the option on each of the first three anniversaries of the grant date.
|
(4)
|
Represents award granted on October 18, 2017 as an annual stock or option grant under the 2014 Plan, which will vest with respect
to 33% of the shares covered by the stock or option grant on each of the first three anniversaries of the grant date.
|
(5)
|
Represents stock granted on January 2, 2018 as a new hire grant under the 2014 Plan, which will vest with respect to 33% of the
shares covered by the stock award on each of the first three anniversaries of the date of grant.
|
(6)
|
Represents award granted on October 15, 2018 as an annual stock or option grant under the 2014 Plan, which will vest with respect
to 33% of the shares on the first three anniversaries of the date of grant.
|
(7)
|
Represents award granted on December 17, 2019 as an annual stock or option grant under the 2019 Plan, which will vest with respect
to 33% of the shares on the first three anniversaries of the date of grant.
|
(8)
|
Represents FY18-20 LTIP at target, under the 2014 Plan for the three-year performance period beginning August 27, 2017 and ending
August 30, 2020. Settled shares subject to one year holding period.
|
(9)
|
Represents FY19-21 LTIP at target, under the 2014 Plan for the three-year performance period beginning August 26, 2018 and ending
August 28, 2021. Settled shares subject to one year holding period.
|
(10)
|
Represents FY20-22 LTIP at target, under the 2019 Plan for the three-year performance period beginning September 1, 2019 and ending
August 28, 2022. Settled shares subject to one year holding period.
|
(11)
|
Represents the value of unvested stock as of August 29, 2020 based on a closing stock price of $58.41
|
(12)
|
Represents the value of unearned performance share awards at target as of August 29, 2020 based on a stock price of $58.41.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||
Name
|
| |
Number of
Shares Acquired
on Exercise
(#)
|
| |
Value Realized
on Exercise
($)
|
| |
Number of
Shares Acquired
on Vesting
(#)
|
| |
Value Realized
on Vesting
($)(1)
|
Michael J. Happe
|
| |
—
|
| |
—
|
| |
35,246
|
| |
1,349,133
|
Bryan L. Hughes
|
| |
—
|
| |
—
|
| |
11,706
|
| |
489,061
|
Stacy L. Bogart
|
| |
—
|
| |
—
|
| |
4,478
|
| |
222,343
|
Donald J. Clark
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Brian D. Hazelton
|
| |
—
|
| |
—
|
| |
13,919
|
| |
530,366
|
(1)
|
Valued at the closing market price of the Company's Common Stock of $37.33 (October 9, 2019), $38.52 (October 11, 2019), $40.49
(October 15, 2019), $41.30 (October 18, 2019), $52.80 (January 2, 2020), $50.58 (May 15, 2020) as quoted on the NYSE on the vesting dates.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
57
|
Name
|
| |
Executive
Contributions in
Last FY
($)
|
| |
Registrant
Contributions
in Last FY
($)
|
| |
Aggregate
Earnings in
Last FY
($)
|
| |
Aggregate
Withdrawals/
Distributions
($)
|
| |
Aggregate
Balance at
Last FYE
($)(1)
|
Bryan L. Hughes
|
| |
54,027(2)
|
| |
—
|
| |
9,075
|
| |
—
|
| |
153,231
|
(1)
|
Balance includes (i) $60,792 of Mr. Hughes’ annual incentive payout for Fiscal 2018 that was previously reported in the Non-Equity
Incentive Plan Compensation column, and (ii) $24,681 of Mr. Hughes’ annual incentive payout for Fiscal 2019 that was previously reported in the Non-Equity Incentive Plan Compensation column.
|
(2)
|
Represents 25% of Mr. Hughes' annual incentive plan payout for Fiscal 2020, which amount is included in the Non-Equity Incentive
Plan Compensation column of the Summary Compensation Table.
|
|
58
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
59
|
•
|
if the NEO's termination of employment is due to his or her disability, the stock options become vested in full and immediately
exercisable for a period of ten years after any stock option grant date for non-qualified stock options (or in the case of options granted in Fiscal 2019 or after, for a period of one year after termination); and
|
•
|
if the NEO's termination of employment is due to his or her death, the options shall become vested in full and immediately
exercisable by the NEO's estate or legal representative for a period of ten years after any stock option grant date for non-qualified stock options (or in the case of options granted beginning Fiscal 2019 or thereafter, for a period of
one year after death).
|
|
60
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
Name
|
| |
Severance (1)
($)
|
| |
Annual or
Management
Incentive
Plan (2)
($)
|
| |
LTIP /
Performance
Shares (3)
($)
|
| |
Restricted
Stock-
Unvested and
Accelerated (4)
($)
|
| |
Stock
Options-
Unvested and
Accelerated (5)
($)
|
| |
Total
Benefits
($)
|
Michael J. Happe
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Retirement (6) or Voluntary
Separation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary Termination without Cause or Voluntary
Termination for Good Reason
|
| |
1, 417,967
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1, 417,967
|
Change in Control: (7)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Without Termination
|
| |
—
|
| |
—
|
| |
555,635
|
| |
765,113
|
| |
893,570
|
| |
2,214,318
|
Termination Without Cause/Good Reason
|
| |
5,753,900
|
| |
500,000
|
| |
3,055,629
|
| |
2,087,340
|
| |
1,180,900
|
| |
12,577,769
|
Death
|
| |
—
|
| |
—
|
| |
3,055,629
|
| |
2,087,340
|
| |
1,180,900
|
| |
6, 323,869
|
Disability
|
| |
—
|
| |
—
|
| |
3,055,629
|
| |
2,087,340
|
| |
1,180,900
|
| |
6, 323,869
|
Bryan L. Hughes
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Retirement (6) or Voluntary
Separation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary Termination without Cause or Voluntary
Termination for Good Reason
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Change in Control: (7)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Without Termination
|
| |
—
|
| |
—
|
| |
166,031
|
| |
210,159
|
| |
242,806
|
| |
618,996
|
Termination Without Cause/Good Reason
|
| |
1, 810,866
|
| |
263,086
|
| |
698,583
|
| |
509,861
|
| |
294,494
|
| |
3,576,890
|
Death
|
| |
—
|
| |
—
|
| |
698,583
|
| |
509,861
|
| |
294,494
|
| |
1, 502,938
|
Disability
|
| |
—
|
| |
—
|
| |
698,583
|
| |
509,861
|
| |
294,494
|
| |
1, 502,938
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
61
|
Name
|
| |
Severance(1)
($)
|
| |
Annual or
Management
Incentive
Plan(2)
($)
|
| |
LTIP /
Performance
Shares(3)
($)
|
| |
Restricted
Stock-
Unvested and
Accelerated(4)
($)
|
| |
Stock
Options-
Unvested and
Accelerated(5)
($)
|
| |
Total
Benefits
($)
|
Stacy L. Bogart
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Retirement(6) or Voluntary Separation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary Termination without Cause or Voluntary Termination
for Good Reason
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Change in Control:(7)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Without Termination
|
| |
—
|
| |
—
|
| |
98,409
|
| |
328,615
|
| |
174,924
|
| |
601,948
|
Termination Without Cause/Good Reason
|
| |
1,368,000
|
| |
163,500
|
| |
547,545
|
| |
579,602
|
| |
217,797
|
| |
2,876,444
|
Death
|
| |
—
|
| |
—
|
| |
547,545
|
| |
579,602
|
| |
217,797
|
| |
1,344,944
|
Disability
|
| |
—
|
| |
—
|
| |
547,545
|
| |
579,602
|
| |
217,797
|
| |
1,344,944
|
Donald J. Clark
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Retirement(6) or Voluntary Separation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary Termination without Cause or Voluntary Termination
for Good Reason
|
| |
5,639,627
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,639,627
|
Change in Control:(7)
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
|
Without Termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Termination Without Cause/Good Reason
|
| |
3,000,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,000,000
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Brian D. Hazelton
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Retirement(6) or Voluntary Separation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Involuntary Termination without Cause or Voluntary Termination
for Good Reason
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Change in Control:(7)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Without Termination
|
| |
—
|
| |
—
|
| |
163,416
|
| |
214,657
|
| |
249,322
|
| |
627,395
|
Termination Without Cause/Good Reason
|
| |
1,657,884
|
| |
213,449
|
| |
696,312
|
| |
445,259
|
| |
299,437
|
| |
3,312,341
|
Death
|
| |
—
|
| |
—
|
| |
696,312
|
| |
445,259
|
| |
299,437
|
| |
1,441,008
|
Disability
|
| |
—
|
| |
—
|
| |
696,312
|
| |
445,259
|
| |
299,437
|
| |
1,441,008
|
(1)
|
For Messrs. Happe and Clark, the “Involuntary Termination Without Cause or Voluntary Termination for Good Reason” before a Change
in Control reflects one year of base salary and actual annual incentive payout for Fiscal 2020 and, in the case of Mr. Happe, an amount for COBRA. For all NEO’s, the Change in Control severance equals an amount equal to two times (or
three times in the case of our CEO) base salary and target annual incentive (as well as annual COBRA premium cost). In the case of Mr. Clark, the total severance benefit is capped at $3,000,000.
|
(2)
|
Represents the NEOs' actual annual incentive payout pursuant to the 2020 Officers Incentive Compensation Plan (other than
Mr. Clark) or 2020 Grand Design Management Incentive Plan (Mr. Clark).
|
|
62
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
(3)
|
Represents the LTIP incentive achieved pursuant to the Fiscal 2018-2020 LTIP, except by a termination pursuant to a Change in
Control, which includes the full amount payable under the Fiscal 2018-2020 LTIP and the target amount estimated to be payable under the Fiscal 2019-2021 LTIP and the Fiscal 2020-2022 LTIP. Shares earned under these plans are subject to a
one-year holding period post-vesting.
|
(4)
|
Represents the intrinsic value of stock grants based on our closing stock price of $58.41 per share on August 29, 2020, the last
day of Fiscal 2020.
|
(5)
|
Represents the intrinsic value of stock options based on our closing stock price of $58.41 per share on August 29, 2020, the last
day of Fiscal 2020.
|
(6)
|
Retirement under certain of the 2014 Plan award agreements is defined as attaining age 60 and five or more years of service with
the Company. Retirement under the 2019 Plan awards does not trigger automatic acceleration of such awards.
|
(7)
|
The term “Change of Control” as used here is the term as defined in the 2014 Plan applicable to all awards granted prior to the
Fiscal 2019 equity awards. Beginning with our Fiscal 2019 equity awards, under the 2019 Plan, the definition of “Change in Control” was updated to include, among other things, a double trigger mechanism, as described further under
“Compensation Tables and Narrative Disclosure - Potential Payments upon Termination or Change in Control”.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
63
|
•
|
We compared the payroll data for our employee population described above (minus our PEO) using a compensation measure consisting
of base pay related wages and incentive pay paid during Fiscal 2020. Base pay related wages includes the amount of base salary the employee received during the year and all other pay elements related to base pay including, but not limited
to, holiday pay, paid time off, overtime and shift differentials. We also included cash bonuses and commissions paid during the fiscal year, but we excluded equity grants and any adjustments for the value of benefits provided.
|
•
|
We annualized the base pay related wages and incentive pay of all full-time and part-time employees who were hired by the Company
and its subsidiaries between August 31, 2019 and August 29, 2020.
|
•
|
Based upon base pay related wages and incentive pay of each employee, we identified a median employee and calculated that
employee’s annual total compensation.
|
•
|
We determined annual total compensation, including any perquisites and other benefits, in the same manner that we determine the
annual total compensation of our PEO for purposes of the Summary Compensation Table disclosed above.
|
Annual Total Compensation of Median Employee:
|
| |
$47,249
|
Annual Total Compensation of PEO (Mr. Happe):
|
| |
$ 4,370,768
|
|
64
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
|
✔
|
| |
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING AUGUST 28, 2021.
|
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
65
|
•
|
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended August 29, 2020 of
Winnebago Industries, Inc. (the “Audited Financial Statements”) with Winnebago Industries, Inc.’s Management.
|
•
|
The Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB
and the SEC.
|
•
|
The Audit Committee has received the written disclosures and the letter from Deloitte required by applicable requirements of the
PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed with Deloitte its independence.
|
|
66
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
67
|
|
| |
Fiscal 2020
|
| |
Fiscal 2019
|
Audit Fees(1)
|
| |
$ 1,745,000
|
| |
$ 979,000
|
Audit-Related Fees(2)
|
| |
$ 30,000
|
| |
27,000
|
Tax Fees(3)
|
| |
$ 22,500
|
| |
—
|
All Other Fees(4)
|
| |
—
|
| |
104,000
|
Total
|
| |
$1,797,500
|
| |
$1,110,000
|
(1)
|
Represents fees for professional services provided for the audit of our annual financial statements, the audit of our internal
control over financial reporting, review of our interim financial information and review of other SEC filings.
|
(2)
|
Represents fees for professional services provided for the audit of our benefit plan and due diligence services.
|
(3)
|
Represents fees for professional services related to tax compliance and tax planning.
|
(4)
|
Represents fees for professional services provided to us not otherwise included in the categories above.
|
|
68
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
Issued and outstanding
|
| |
33,758,021
|
Reserved for outstanding equity awards
|
| |
744,043
|
Reserved for future issuance under equity compensation plans
|
| |
4,089,776
|
Reserved for conversion of outstanding convertible notes
|
| |
15,652,000
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
69
|
|
70
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
|
✔
|
| |
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THE INCREASE IN THE AUTHORIZED COMMON STOCK.
|
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
71
|
Name and Address of Beneficial Owner
|
| |
Amount and Nature
of Beneficial
Ownership
|
| |
% of
Common
Stock(1)
|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
| |
4,929,621 shares of Common Stock(2)
|
| |
[X]
|
|
| |
|
| |
|
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746
|
| |
2,146,157 shares of Common Stock(3)
|
| |
[X]
|
|
| |
|
| |
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
| |
2,072,863 shares of Common Stock(4)
|
| |
[X]
|
|
| |
|
| |
|
Cooke & Bieler LP
1700 Market Street
Suite 3222
Philadelphia, PA 19103
|
| |
1,985,094 shares of Common Stock(5)
|
| |
[X]
|
(1)
|
Based on [ ] outstanding shares of Common Stock on October 20, 2020.
|
(2)
|
Based on information provided in a Schedule 13G/A filed with the SEC on February 10, 2020 by BlackRock, Inc., a parent holding
company (“BlackRock”). BlackRock reported that it has sole power to vote or direct the vote of 4,865,608 shares and sole power to dispose of or direct the disposition of 4,929,621 shares.
|
(3)
|
Based on information provided in a Schedule 13G/A filed with the SEC on February 12, 2020 by Dimensional Fund Advisors LP, an
investment adviser (“DFA”). DFA reported that it has sole power to vote or direct the vote of 2,057,515 shares and sole power to dispose of or direct the disposition of 2,146,157 shares. DFA notes in its Schedule 13G/A filing that it
furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts
(collectively, the “Funds”). In certain cases, subsidiaries of DFA may act as an adviser or sub-adviser to certain Funds. In its role as investment adviser, sub-adviser and/or manager, DFA or its subsidiaries (collectively, “Dimensional”)
may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in
its Schedule 13G/A are owned by the Funds and Dimensional disclaims beneficial ownership of such securities.
|
|
72
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
(4)
|
Based on information provided in a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group, an investment
adviser. The Vanguard Group reported that it has sole voting power over 55,708 shares, shared voting power over 2,300 shares, sole dispositive power over 2,019,175 shares and shared dispositive power over 53,688 shares.
|
(5)
|
Based on information provided in a Schedule 13G/A filed with the SEC on February 14, 2020 by Cooke & Bieler LP, an investment
adviser. Cooke & Bieler LP reported that it has shared power to vote or direct the vote of 1,555,434 shares and shared power to dispose of or direct the disposition of 1,985,094 shares.
|
Name
|
| |
Shares of
Common
Stock
Owned
Outright(1)
|
| |
Exercisable
Stock
Options(2)
|
| |
Winnebago
Stock
Units(3)
|
| |
Total Shares
of Common
Stock Owned
Beneficially
|
| |
% of
Common
Stock(4)
|
Sara E. Armbruster
|
| |
1,580
|
| |
—
|
| |
—
|
| |
1,580
|
| |
(5)
|
Maria F. Blase
|
| |
5,944
|
| |
—
|
| |
—
|
| |
5,944
|
| |
(5)
|
Stacy L. Bogart
|
| |
8,863
|
| |
7,912
|
| |
—
|
| |
16,775
|
| |
(5)
|
Christopher J. Braun
|
| |
17,684
|
| |
—
|
| |
—
|
| |
17,684
|
| |
(5)
|
Robert M. Chiusano
|
| |
30,644
|
| |
—
|
| |
27,069
|
| |
57,713
|
| |
(5)
|
Donald J. Clark
|
| |
764,426
|
| |
—
|
| |
—
|
| |
764,426
|
| |
[X]%
|
William C. Fisher
|
| |
22,684
|
| |
—
|
| |
7,851
|
| |
30,535
|
| |
(5)
|
Michael J. Happe
|
| |
71,524
|
| |
106,008
|
| |
—
|
| |
177,532
|
| |
(5)
|
Brian D. Hazelton
|
| |
19,395
|
| |
24,727
|
| |
—
|
| |
44,122
|
| |
(5)
|
Bryan L. Hughes
|
| |
22,172
|
| |
17,642
|
| |
—
|
| |
39,814
|
| |
(5)
|
David W. Miles
|
| |
12,684
|
| |
—
|
| |
1,951
|
| |
14,635
|
| |
(5)
|
Richard D. Moss
|
| |
11,084
|
| |
—
|
| |
—
|
| |
11,084
|
| |
(5)
|
John M. Murabito
|
| |
9,784
|
| |
—
|
| |
—
|
| |
9,784
|
| |
(5)
|
Directors and executive officers as a group (18 persons)(6)
|
| |
1,548,958
|
| |
200,879
|
| |
36,871
|
| |
1,786,708
|
| |
[X]%
|
(1)
|
Includes the following shares not currently outstanding but deemed beneficially owned because of the right to acquire them pursuant
to restricted stock units that vest within 60 days or have vested but have not yet been distributed: 2,947 shares for each of Ms. Blase and Messrs. Braun, Chiusano, Fisher, Miles, Moss and Murabito and 1,580 shares for Ms. Armbruster.
|
(2)
|
Includes shares underlying stock options that are currently exercisable or become exercisable within 60 days.
|
(3)
|
Winnebago Stock Units held under our Directors' Deferred Compensation Plan as of October 20, 2020 (see further discussion of the
plan in the Director Compensation section). These units are vested and will be settled 100% in Common Stock upon the earliest of the following events: director's termination of service, death or disability or a “change in control” of the
Company, as defined in the plan.
|
(4)
|
Based on [ ] outstanding shares of Common Stock on October 20, 2020.
|
(5)
|
Less than 1%.
|
(6)
|
Includes 100 shares that Mr. Miller beneficially owns indirectly through his spouse’s direct ownership.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
73
|
|
74
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
|
| |
By Order of the Board of Directors
|
|
| |
|
November 2, 2020
|
| |
|
|
| |
Stacy L. Bogart
|
|
| |
Senior Vice President - General Counsel, Secretary and Corporate Responsibility
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
75
|
A.
|
Provisions Applicable to All Series of Series Preference Stock.
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
A-1
|
B.
|
Provisions Applicable to Common Stock.
|
|
| |
WINNEBAGO INDUSTRIES, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
|
|
| |
|
| |
Stacy L. Bogart
Senior Vice President – General Counsel, Secretary and Corporate Responsibility
|
|
A-2
|
|
| |
| Proxy Statement for 2020 Annual Meeting
|
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