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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 | |
---|---|---|---|---|---|---|---|---|
-0.51 | -0.81% | 62.24 | 63.94 | 62.02 | 63.43 | 471,817 | 22:30:00 |
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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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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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Form, Schedule or Registration Statement No.:
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Filing party:
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Date filed:
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Dear Fellow Shareholders,
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Proxy Statement for 2021 Annual Meeting 1
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Notice of Annual Meeting of Shareholders
to be held December 14, 2021
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Proposals
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Board
Recommendation
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Page
Reference
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1
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Elect four Class I directors to hold office for a three-year term and one Class II
director to hold office for a one-year term
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Page 18
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2
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Approve, on an advisory basis, the compensation of our executive officers
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Page 31
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3
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Ratify the selection of Deloitte & Touche LLP as our independent registered
public accountant for fiscal 2022
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Page 66
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4
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Approve a proposal to
reincorporate the Company from Iowa to Minnesota
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Page 69
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Proxy Statement for 2021 Annual Meeting 2
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During the Virtual Meeting:
Attend the live webcast meeting
at 4:00 p.m. CST on December 14, 2021 by visiting virtualshareholdermeeting.com/WGO2021 and voting during the meeting. You will need your 16-digit control number included with your Notice
of Internet Availability or proxy card.
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By Internet:
Visit www.proxyvote.com to vote by internet. You will need your 16-digit control number included with your Notice of Internet Availability or proxy card when you access the website.
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By Phone:
Call 1-800-690-6903 to vote by
telephone. You will need your 16-digit control number included with your Notice of Internet Availability or proxy card when you call.
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By Mail:
Complete and sign your proxy
card and return it in the enclosed postage pre-paid envelope. If you received a Notice of Internet Availability, your notice provides instructions for requesting a proxy card.
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Proxy Statement for 2021 Annual Meeting 3
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Proxy Statement for 2021 Annual Meeting
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Proposals
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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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Election of four Class I
directors to hold office for a three-year term and one Class II director to hold office for a one-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
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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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Ratification of the
appointment of Deloitte & Touche LLP as our independent registered public accountant for the fiscal year ending August 27, 2022
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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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Approval of the
reincorporation of the Company from Iowa to Minnesota
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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.
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(3)
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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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Our 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 will still be elected, but must tender his or her resignation to the Board for
consideration at the next regularly scheduled meeting of the Board. The Board will only not accept the tendered resignation for, in its judgment, a compelling reason.
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(5)
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The vote of shareholders on this proposal is not binding, but rather is advisory in nature; however, the Board intends to carefully
consider the result of the vote on this proposal.
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Proxy Statement for 2021 Annual Meeting 5
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Proxy Statement for 2021 Annual Meeting 8
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Independent leadership
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■ 10 of 11 directors are independent (all except the Chief Executive Officer)
■ Independent non-employee chairman
■ All Board committee members are independent
■ Executive sessions of independent directors before
and/or after each regular Board meeting
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Board refreshment
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■ Mix of tenure and diversity of directors (4 independent directors joined in the last 4 years, all of
whom are diverse)
■ Age limit for directors (72)
■ Robust annual Board and committee self-evaluations
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Other strong governance practices
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■ Single class of outstanding shares with equal voting
rights
■ Code of Conduct applicable to all directors, officers and employees
■ Non-employee director and executive stock ownership guidelines
■ Anti-hedging and anti-pledging policy for all
employees and Board
■ Routine engagement with shareholders
■ Excellent meeting attendance
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Proxy Statement for 2021 Annual Meeting 9
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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
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✔
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✔
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Maria F. Blase*
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✔
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C
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Christopher J. Braun
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✔
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✔
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Kevin E. Bryant*
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✔
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✔
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Robert M. Chiusano
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✔
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✔
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William C. Fisher
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✔
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C
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Michael J. Happe
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David W. Miles (Chair)
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Richard D. Moss*
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C
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✔
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John M. Murabito
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C
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✔
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Jacqueline D. Woods
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✔
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✔
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C
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Chair
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✔
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Member
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*
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Designated as an “audit committee financial expert” as that term has been defined by the Securities and Exchange Commission (SEC).
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Proxy Statement for 2021 Annual Meeting 12
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Audit Committee1
Members
Richard D.
Moss (Chair)
Maria F.
Blase
Kevin E.
Bryant
William C.
Fisher
Number of meetings during fiscal 2021:
6
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Each year, the Audit 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 committee meeting typically include: the Board Chair; the CEO; the Chief Financial Officer (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 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.
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Nominating and Governance Committee
Members
William C.
Fisher (Chair)
Christopher
J. Braun
Robert M.
Chiusano
John M.
Murabito
Jacqueline D.
Woods
Number of meetings during fiscal 2021:
6
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The Nominating and Governance Committee is
primarily responsible for: (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; and (6)
overseeing the Company’s commitment to corporate responsibility matters, including environmental, social and governance matters.
The Nominating and Governance Committee recommended to the Board the
director-nominees proposed in this proxy statement for election by the shareholders. The committee reviews the qualifications of, and recommends to the Board, candidates to fill Board vacancies as they may occur during the year.
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Finance Committee
Members
Maria F.
Blase (Chair)
Sara E.
Armbruster
Kevin E.
Bryant
Richard D.
Moss
Number of meetings during fiscal 2021:
6
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The Finance Committee is responsible for
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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1
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All members of the Audit Committee are non-employee directors who have been determined to be
“independent” under applicable listing standards of the New York Stock Exchange (NYSE).
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Proxy Statement for 2021 Annual Meeting 13
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Human Resources Committee
Members
John M.
Murabito (Chair)
Sara E.
Armbruster
Christopher
J. Braun
Robert M.
Chiusano
Jacqueline D.
Woods
Number of meetings during fiscal 2021:
5
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The Human Resources Committee’s duties
include: (1) reviewing and approving corporate goals and objectives relevant to compensation of our CEO, evaluating performance and compensation of our CEO in light of such goals and objectives and establishing compensation levels for
other executive officers; (2) overseeing the evaluation of our executive officers (other than the CEO) and approving the general compensation program and salary structure of such executive officers; (3) administering and approving awards
under our incentive compensation and equity-based plan; (4) reviewing and approving all executive officer compensation, including any executive employment agreements, severance agreements, and change in control agreements; (5) from time
to time, reviewing the list of peer group companies used for compensation purposes; (6) reviewing and approving Board retainer fees, attendance fees, and other compensation, if any, to be paid to non-employee directors; (7) reviewing and
discussing with management the Compensation Discussion and Analysis section and certain other disclosures, including those relating to compensation advisors, compensation risk and the “say on pay” vote, as applicable for our Form 10-K and
proxy statement; (8) preparing the committee’s annual report on executive compensation for our Form 10-K and proxy statement; and (9) overseeing policies and strategies relating to corporate culture and human capital management, including
diversity, equity and inclusion.
The Human Resources Committee is authorized to retain an outside compensation
consultant for matters relating to executive compensation. For fiscal 2021, the committee retained Semler Brossy Consulting Group LLC (Semler Brossy) to advise on certain executive compensation-related matters, as further described in the
Compensation Discussion and Analysis section of this proxy statement.
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Proxy Statement for 2021 Annual Meeting 14
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Board of Directors
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Risk Oversight
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Audit
Committee
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Nominating & Governance Committee
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Finance Committee
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Human Resources Committee
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Primary Risk Oversight
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Primary Risk Oversight
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Primary Risk Oversight
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Primary Risk Oversight
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Oversees the management of risks related to
financial statement integrity and reporting, internal control over financial reporting and the internal audit function; and information security
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Oversees the management of risks related to our corporate governance structure; the
Board’s succession plans; and ESG matters
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Oversees the management of risks related to the Company’s financial condition and
capital structure; its financing, acquisition, divestiture and investment transactions; and related matters
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Oversees the management of risks related to the Company’s compensation policies and
practices; executive compensation program; management succession and development; and human capital management
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Proxy Statement for 2021 Annual Meeting 15
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Proxy Statement for 2021 Annual Meeting 16
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Proxy Statement for 2021 Annual Meeting 17
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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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Proxy Statement for 2021 Annual Meeting 18
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Maria F. Blase
Age 54
Director since 2018
Committees:
Audit
Finance
(Chair)
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Skills and Qualifications:
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•
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Financial Expertise/Literacy
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•
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Executive Leadership
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•
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Financial/Capital Allocation
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•
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Risk Management
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•
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Diversity and Inclusion Strategy
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•
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Global Experience
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•
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Business Operations
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Ms. Blase has more than 28 years of experience with diverse industries, including
transport, buildings, services, manufacturing, pharmaceuticals and mining. Most recently, Ms. Blase served as President of the Power Tools and Lifting businesses of Ingersoll Rand, a global industrial manufacturing company, from 2017
until her retirement in February 2021. 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 2012, she
was named President of the HVAC and Transport Latin America business of Ingersoll Rand.
Ms. Blase is a CPA and her previous experience includes various positions at KPMG LLP
from 1993 to 1999 in increasing scope and complexity. 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 add valuable insights to the Board.
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Christopher J. Braun
Age 61
Director since 2015
Committees:
Human
Resources
Nominating
and Governance
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Skills and Qualifications:
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•
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Executive Leadership
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•
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Brand/Product Management
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•
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Business Operations
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•
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Industry Expertise
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•
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Dealer Channel Management
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•
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Talent Management
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•
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Sales and Marketing
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•
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Strategy
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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.
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Proxy Statement for 2021 Annual Meeting 19
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David W. Miles
Age 64
Director since 2015
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Skills and Qualifications:
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•
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Financial Expertise/Literacy
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•
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Business Operations
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•
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Strategy
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•
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Business Ethics
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•
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Mergers & Acquisitions
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•
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Technology
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•
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Financial/Capital Allocation
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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. Mr. Miles brings legal and investment transaction experience to the Board. He also brings significant expertise in financial reporting and capital allocation
strategy.
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Age 59
Director since 2021
Committees:
Human
Resources
Nominating
and Governance
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Skills and Qualifications:
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•
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Brand/Product Management
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•
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Strategy
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•
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Mergers & Acquisitions
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•
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Technology
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•
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Executive Leadership
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•
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Global Experience
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Jacqueline D. Woods is the Chief Marketing and Communications Officer at NielsenIQ,
an industry leader in global measurement and data analytics, where she is leading the effort to help accelerate its transformation and extend its leadership position in consumer intelligence, market share measurement, e-commerce and
omnichannel, a position she has held since November 2019.
Ms. Woods joined NielsenIQ from IBM, a multi-national technology corporation, where
she held Chief Marketing Officer roles from 2010 to 2019, most recently as Chief Marketing Officer of the IBM Global Partner Ecosystem Division where she focused on cloud, data, AI, and SaaS technology strategies. Previously, she led
strategy, marketing, communications, and offering management as the Chief Marketing Officer of IBM Global Financing.
As Global Vice President of IBM's Server Technology Division, Ms. Woods headed the
“Infrastructure Matters” turnaround campaign. As Global Vice President of Oracle, she led their digital transformation, significantly increasing efficiencies and savings.
Ms. Woods serves on the Board of Trustees for Community Reinvestment Fund USA, a
not-for-profit organization dedicated to improving communities through innovative financial solutions. She also serves on board of the Greater Fairfield County Foundation, Inc., a not-for-profit organization helping under-served
communities in southern Connecticut.
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Proxy Statement for 2021 Annual Meeting 20
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Age 46
Director since 2021
Committees:
Audit
Finance
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Skills and Qualifications:
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•
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Strategy
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•
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Mergers & Acquisitions
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•
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Business Operations
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•
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Quality
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•
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Lean
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•
|
| |
Financial Expertise/Literacy
|
| |||
|
|
| |||||||||||||||
|
Kevin E. Bryant is Executive Vice President and Chief Operating Officer of Evergy, a
utility company, a position he has held since June 2018. In this role, Mr. Bryant has management responsibility for utility operations, including generation operations and generation services, transmission operations, transmission and
delivery services, distribution operations, resource planning, safety and training.
Since joining Kansas City Power & Light (KCPL), an operating subsidiary of
Evergy, in 2003, Mr. Bryant has held several positions that have drawn on his strategic insight and finance/marketing experience. Prior to his current position, Mr. Bryant served as Vice President of Strategic Planning, President of KLT,
a subsidiary of Evergy, and Vice President of Investor Relations and Treasurer. He was named Executive Vice President Finance & Strategy and Chief Financial Officer in 2015. Before joining KCPL, Mr. Bryant held roles at THQ, Inc., UBS
and Hallmark Cards, Inc.
Mr. Bryant also serves on the board of directors of the Boys & Girls Club of
Greater Kansas City. Mr. Bryant brings financial, operational, business development and energy platform expertise to the Company.
|
|
|
Robert M. Chiusano
Age 70
Director since 2008
Committees:
Human
Resources
Nominating
and Governance
|
| |
Skills and Qualifications:
|
| ||||||||||||
|
|
| |
•
|
| |
Executive Leadership
|
| |
•
|
| |
Finance/Capital Allocation
|
| |||
|
|
| |
•
|
| |
Talent Management
|
| |
•
|
| |
Strategy
|
| |||
|
|
| |
•
|
| |
Business Operations
|
| |
•
|
| |
Business Ethics
|
| |||
|
|
| |
•
|
| |
Brand/Product Management
|
| |
•
|
| |
Academia/Education
|
| |||
|
|
| |||||||||||||||
|
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 Chief Executive Officer 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 served as an adjunct professor in the University of Iowa College of Engineering where he served from 2001 until
2018. Mr. Chiusano is a member of the Coe College Board of Trustees. 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 a strong 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.
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 21
|
|
John M. Murabito
Age 62
Director since 2017
Committees:
Human
Resources (Chair)
Nominating
and Governance
|
| |
Skills and Qualifications:
|
| ||||||||||||
|
|
| |
•
|
| |
Executive Leadership
|
| |
•
|
| |
Talent Management
|
| |||
|
|
| |
•
|
| |
Global Experience
|
| |
•
|
| |
Business Ethics
|
| |||
|
|
| |
•
|
| |
Mergers & Acquisitions
|
| |
•
|
| |
Diversity and Inclusion Strategy
|
| |||
|
|
| |||||||||||||||
|
John M. Murabito has served as Executive Vice President at Cigna Corporation, a
global healthcare and insurance company, since joining the company in 2003. In his role as Chief Administrative Officer, he has oversight of Human Resources, Enterprise Marketing, Security and Aviation, and Diversity, Equity &
Inclusion, Civic Affairs, and the Cigna Foundation, of which he is the president. As the longest tenured member of the Enterprise Leadership Team, Mr. Murabito is particularly focused on senior leader talent development, strong succession
processes, the increasingly important role DEI plays for colleagues, customers, and clients, alike, and ensuring a strategic connection between the Enterprise and Business Marketing teams. Prior to becoming Chief Administrative Officer,
Mr. Murabito served as Cigna’s Chief Human Resources Officer for 18 years. Earlier in his career, he served as Senior Vice President of Human Resources and Corporate Services at Monsanto. His background includes nearly 40 years of
extensive related experience with the Frito-Lay division of PepsiCo, Symbion, Inc., and The Trane Company. Mr. Murabito serves on the boards of the Human Resources Policy Association and the American Health Policy Institute and is Chair
of the Board and a Fellow of the National Academy of Human Resources. He also chairs the Board of Trustees for his alma mater, Augustana College. Mr. Murabito brings strong executive business leadership and talent management expertise to
our Board as a senior executive of a Fortune 20 public company. He provides valuable insights on human capital, executive compensation, leadership development and succession planning to the Board.
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 22
|
|
Sara E. Armbruster
Director since 2019
Age 50
Committees:
Finance
Human
Resources
|
| |
Skills and Qualifications:
|
| ||||||||||||
|
|
| |
•
|
| |
Digital Transformation
|
| |
•
|
| |
Business Operations
|
| |||
|
|
| |
•
|
| |
Technology
|
| |
•
|
| |
Brand/Product Management
|
| |||
|
|
| |
•
|
| |
Strategy
|
| |
•
|
| |
Executive Leadership
|
| |||
|
|
| |||||||||||||||
|
Sara E. Armbruster is President and Chief Executive Officer of Steelcase Inc., a
global office furniture manufacturer, and serves on the board of directors of Steelcase. Ms. Armbruster has held several leadership positions since joining Steelcase in 2007 as Vice President of Corporate Strategy, including as Vice
President, Strategy, Research and Digital Transformation and most recently as Executive Vice President, a role she assumed in April 2021. In her roles, Ms. Armbruster oversaw Steelcase’s technology efforts and was responsible for
advancing the embrace of digital technologies and for digital transformation of Steelcase. Ms. Armbruster also has had responsibility for a range of innovation activities, including global design research, the design and implementation of
new business models, and the development of external growth opportunities, including acquisitions and partnerships. 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.
|
|
|
William C. Fisher
Age 67
Director since 2015
Committees:
Audit
Nominating
and Governance (Chair)
|
| |
Skills and Qualifications:
|
| ||||||||||||
|
|
| |
•
|
| |
Executive Leadership
|
| |
•
|
| |
Cyber Security
|
| |||
|
|
| |
•
|
| |
Corporate Governance
|
| |
•
|
| |
Technology
|
| |||
|
|
| |
•
|
| |
Dealer Channel Management
|
| |
•
|
| |
Business Operations
|
| |||
|
|
| |
•
|
| |
Digital Transformation
|
| |
•
|
| |
Customer Service
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |||
|
|
| |||||||||||||||
|
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 Chief Information Officer 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 Chief Information Officer at Polaris 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.
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 23
|
|
Michael J. Happe
Age 50
Director since 2016
|
| |
Skills and Qualifications:
|
| ||||||||||||
|
|
| |
•
|
| |
Executive Leadership
|
| |
•
|
| |
Business Operations
|
| |||
|
|
| |
•
|
| |
Strategy
|
| |
•
|
| |
Brand/Product Management
|
| |||
|
|
| |
•
|
| |
Talent Management
|
| |
•
|
| |
Sales and Marketing
|
| |||
|
|
| |
•
|
| |
Business Ethics
|
| |
•
|
| |
Mergers & Acquisitions
|
| |||
|
|
| |||||||||||||||
|
Michael J. Happe joined Winnebago Industries in January 2016, as the President,
Chief Executive Officer and a director. Mr. Happe has led a transformation of the Company into an outdoor recreation / lifestyle enterprise. Under his leadership, Winnebago Industries has grown both organically and inorganically,
completed four major acquisitions, including Grand Design RV, Chris-Craft, Newmar, and Barletta Boats, and expanded its industry and geographic footprint. Winnebago Industries’ net sales, net income, RV market share, and total shareholder
returns have all grown significantly under Mr. Happe’s leadership, as has the Company’s commitment to corporate responsibility. He worked previously at The Toro Company, a global manufacturer of turf and landscape maintenance and
development solutions, where he most recently served as an Executive Officer and Group Vice President of Toro’s Residential and Contractor business until 2015. A 19-year veteran of The Toro Company, Mr. Happe held a series of senior
leadership positions throughout his career across a variety of the company’s domestic and international divisions. Mr. Happe also serves as a director for H.B. Fuller. His knowledge of all aspects of the Winnebago Industries business
positions him well to serve on the Board. Mr. Happe’s extensive experience and positions rising in complexity and breadth at Toro, including global business affairs, as well as his director position at H.B. Fuller, brings further
expertise in corporate leadership and development and execution of profitable business growth strategy.
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 24
|
|
Annual Board Cash Retainer
|
| |
$90,000 (increased from $75,000), payable in quarterly installments
|
|
|
Annual Board/New Board Member Equity Retainer
|
| |
$125,000 value (increased from $110,000) in restricted stock units granted
prospectively for the upcoming year
|
|
|
Annual Board Chair Cash Retainer
|
| |
$80,000 (increased from $45,000), payable in quarterly installments
|
|
|
Annual Committee Chair Cash Retainer
|
| |
$10,000, except $15,000 for the Audit Committee Chair, payable in quarterly
installments
|
|
|
Expense Reimbursements
|
| |
Reimbursement of reasonable expenses incurred in attending Board and committee
meetings
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 26
|
|
Director
|
| |
Fees Earned
or Paid in
Cash(1)(2)
($)
|
| |
Stock
Awards(3)
($)
|
| |
All
Other
Compensation(4)
($)
|
| |
Total
($)
|
|
|
Sara E. Armbruster
|
| |
75,000
|
| |
110,000
|
| |
—
|
| |
185,000
|
|
|
Maria F. Blase
|
| |
85,000
|
| |
110,000
|
| |
—
|
| |
195,000
|
|
|
Christopher J. Braun
|
| |
75,000
|
| |
110,000
|
| |
—
|
| |
185,000
|
|
|
Kevin E. Bryant
|
| |
34,340
|
| |
49,717(5)
|
| |
—
|
| |
84,057
|
|
|
Robert M. Chiusano
|
| |
75,000
|
| |
110,000
|
| |
—
|
| |
185,000
|
|
|
William C. Fisher
|
| |
85,000
|
| |
110,000
|
| |
—
|
| |
195,000
|
|
|
David W. Miles
|
| |
120,000
|
| |
110,000
|
| |
—
|
| |
230,000
|
|
|
Richard D. Moss
|
| |
90,000
|
| |
110,000
|
| |
—
|
| |
200,000
|
|
|
John M. Murabito
|
| |
85,000
|
| |
110,000
|
| |
—
|
| |
195,000
|
|
|
Jacqueline D. Woods
|
| |
34,340
|
| |
49,717(5)
|
| |
—
|
| |
84,057
|
|
(1)
|
Our directors may elect to receive retainer fees in cash or may defer their retainer fees into the Directors’ Deferred Compensation
Plan.
|
(2)
|
During fiscal 2021, the Chair of the Board received an additional $45,000 retainer per year, the Audit Committee Chair received an
additional $15,000 retainer per year, and the Chairs of the other Board committees received an additional $10,000 retainer per year, each of which are reflected in these figures.
|
(3)
|
These awards, with the exception of Ms. Woods' and Mr. Bryant's awards, are valued at $54.49 per share, the closing stock price on
October 13, 2020, the date of the restricted stock unit grant. Ms. Woods' and Mr. Bryant's awards are valued at $87.53 per share, the closing stock price on March 17, 2021, the date of the restricted stock unit grant.
|
(4)
|
None of the directors received perquisites and other personal benefits in an aggregate amount of $10,000 or more.
|
(5)
|
Ms. Woods and Mr. Bryant each received a prorated restricted stock unit grant upon their election as a director on March 17, 2021,
reflecting the portion of fiscal 2021 that Ms. Woods and Mr. Bryant would serve as a director.
|
|
| |
Proxy Statement for 2021 Annual Meeting 27
|
|
Director
|
| |
Restricted
Stock Awards /
Units
|
| |
Deferred
Stock
Units
|
|
|
Sara E. Armbruster
|
| |
3,599
|
| |
—
|
|
|
Maria F. Blase
|
| |
7,963
|
| |
—
|
|
|
Christopher J. Braun
|
| |
19,703
|
| |
—
|
|
|
Kevin E. Bryant
|
| |
568
|
| |
—
|
|
|
Robert M. Chiusano
|
| |
32,663
|
| |
27,290
|
|
|
William C. Fisher
|
| |
21,756
|
| |
7,851
|
|
|
David W. Miles
|
| |
14,703
|
| |
2,858
|
|
|
Richard D. Moss
|
| |
13,103
|
| |
—
|
|
|
John M. Murabito
|
| |
11,803
|
| |
—
|
|
|
Jacqueline D. Woods
|
| |
568
|
| |
235
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 28
|
|
| |
Proxy Statement for 2021 Annual Meeting 29
|
|
✔
|
| |
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING, ON A
NON-BINDING, ADVISORY BASIS, FOR APPROVAL OF THE EXECUTIVE COMPENSATION AS OUTLINED IN THIS PROXY STATEMENT FOR THE REASONS DISCUSSED ABOVE.
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 31
|
|
Name
|
| |
Position
|
|
|
Michael J. Happe
|
| |
CEO and President
|
|
|
Bryan L. Hughes
|
| |
CFO, Senior Vice President, Finance, IT and Strategic Planning
|
|
|
Huw S. Bower
|
| |
President, Winnebago Outdoors
|
|
|
Donald J. Clark
|
| |
President, Grand Design
|
|
|
Brian D. Hazelton(1)
|
| |
President, Newmar
|
|
(1)
|
Mr. Hazleton was appointed to President, Newmar effective as of August 27, 2021. Prior to this appointment, Mr. Hazelton served as
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
|
■
|
Attract and retain key executives critical to our success
|
|
| |
Proxy Statement for 2021 Annual Meeting 33
|
|
The following are highlights of the Company’s financial
performance in fiscal 2021.
|
|
|
|
|
| |
Incentive Plan
|
| |
Performance(1)
|
| ||||||
|
Measure
|
| |
Annual(2)
|
| |
Long-Term(3)
|
| |
1-year
|
| |
3-year(4)
|
|
|
Net Revenue ($ in thousands)
|
| |
✔
|
| |
|
| |
$ 3,629,847
|
| |
N/A
|
|
|
Operating Income ($ in thousands)
|
| |
✔
|
| |
|
| |
$ 407,421
|
| |
N/A
|
|
|
Net Working Capital
|
| |
✔
|
| |
|
| |
11.2%
|
| |
N/A
|
|
|
Average Return on Invested Capital (Incentive ROIC)
|
| |
|
| |
✔
|
| |
N/A
|
| |
17.6%
|
|
|
Incentive Earnings Per Share (Incentive EPS)
|
| |
✔
|
| |
✔
|
| |
$ 8.59
|
| |
$ 14.70
|
|
(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. No adjustments were made to actual performance metrics for the Annual Incentive Plan (net revenue, operating income and net working capital). The Incentive ROIC metric was adjusted for
the Long-Term Incentive Plan to exclude the following: (i) the net financial impacts of the Newmar acquisition, (ii) the transaction costs associated with the acquisitions of Newmar and Barletta, (iii) the pretax inventory step-up costs
related to the Newmar acquisition, (iv) restructuring costs and (v) the net assets of Newmar. The Incentive EPS metric was adjusted to exclude the following: (i) pretax acquisition-related costs, (ii) pretax inventory and step-up costs
related to the Newmar acquisition, (iii) pretax non-cash interest expense, (iv) restructuring expense, (v) debt-issuance write-off, (vi) the dilution impact of convertible notes which is economically offset by a call/spread overlay that
was put in place upon issuance, and (vii) the tax impact of the aforementioned adjustments, as applicable. Incentive EPS differs from Adjusted EPS as it excludes the after-tax impact of adjustments made for incentive purposes, including
the gain on sale of property, plant and equipment.
|
(2)
|
This column shows the metrics used for the 2021 Officer Incentive Compensation Plan (also called the Annual Incentive Plan), which
consist of 50% operating income, 40% net revenue, 10% working capital, and the fiscal 2021 performance stock unit plan, which consists of 100% Incentive EPS.
|
(3)
|
This column shows the metrics used for the 2019-2021 Long-Term Incentive Program (LTIP), which consists of 50% average Incentive ROIC
and 50% cumulative Incentive EPS. The metrics for 2020-2022 LTIP and the 2021-2023 LTIP also consist of average 50% Incentive ROIC and cumulative 50% Incentive EPS.
|
(4)
|
This column shows performance for the period from fiscal 2019-2021.
|
|
| |
Proxy Statement for 2021 Annual Meeting 34
|
|
Performance Objective
|
| |
|
| |
Link to 2021 Compensation
|
|
|
Financial
|
| |
■
|
| |
For Messrs. Happe and Hughes, 65% of the 2021 annual incentive awards was based on
achieving targeted levels of net sales (40%), operating income (50%), and net working capital (10%) at the enterprise level. For Messrs. Bower and Hazelton, 65% of the 2021 annual incentive awards was based on achieving targeted levels of
net sales (40%), operating income (40%), and net working capital (20%) at the business unit level. The other 35% 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.
|
| |||
|
■
|
| |
Payout for the fiscal 2019-2021 LTIP awards was tied 50% to our three-year average
Incentive ROIC and 50% to our three-year cumulative Incentive EPS.
|
| |||
|
■
|
| |
Payout for the fiscal 2021 performance stock unit awards (PSUs) was tied 100% to
Incentive EPS.
|
| |||
|
Total Shareholder Returns
|
| |
■
|
| |
With the exception of Mr. Clark, 58% of our NEO compensation on average was delivered
in the form of Company equity awards (68% in the case of our CEO).
|
|
|
■
|
| |
15% of the annual equity grants made in fiscal 2021 were in the form of stock
options, which only have value to the executive if the value of the Company grows for our shareholders.
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 35
|
|
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 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
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 36
|
|
|
| |
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 2021, the metrics for Messrs. Happe
and Hughes included:
• 65% financial objectives (enterprise level)
○ 40% Net Sales
○ 50% Operating Income
○ 10% Net Working Capital
• 35% Individual Objectives
Payouts range from 0%-200% of a pre-determined target value
For fiscal 2021, the metrics for Messrs. Bower and Hazelton included:
• 65% financial objectives (business unit
level)
○ 40% Net Sales
○ 40% Operating Income
○ 20% Net Working Capital
• 35% Individual Objectives
|
| |
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) - Annual
|
| |
50% of all annual equity awards
For the fiscal 2021-2023 performance period, payouts are tied to performance
against pre-determined goals across a three-year performance period
The metrics consist of:
• 50% Average Incentive ROIC
• 50% Cumulative Incentive 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 - Annual
|
| |
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 - Annual
|
| |
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
|
| |||
|
|
| |
PSUs - Fiscal 2021 Only
|
| |
For fiscal 2021, a particular PSU grant was made with payouts tied to performance
against pre-determined goals across a one-year performance period, which pays out 50% following the performance period and 50% a year later, subject to continued employment. The performance metric is 100% Incentive EPS. Payouts range from
0%-200% of a pre-determined target value
|
| |
Performance-based program for Messrs. Happe, Hughes and Hazelton to incentivize
Incentive EPS goals and provide a retention component
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 37
|
(1)
|
Excludes Mr. Clark.
|
|
| |
Proxy Statement for 2021 Annual Meeting 38
|
■
|
Reviewed annual and long-term incentive designs and assisted with determination of annual and long-term
incentive awards, including fiscal 2021 payouts
|
■
|
Reviewed the total compensation program, including competitive peer group analysis and analysis of executive pay levels in relation to broader market survey data
|
■
|
Reviewed information provided
to the committee by management
|
■
|
Developed recommendations with
respect to CEO compensation decisions and provided advice to the committee on the
compensation decisions affecting all executives, including the NEOs
|
■
|
Attended and participated in committee meetings as requested by the committee
|
■
|
Reported on compensation
trends and best practices, plan design, and the reasonableness of individual compensation awards
|
■
|
Assisted the committee in reviewing the Board’s compensation annually and assessing its competitiveness relative to market
|
■
|
Assisted 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
|
■
|
Provided a consultant
independence and conflicts of interest assessment
|
■
|
Met with the committee and/or its members without management present
|
|
| |
Proxy Statement for 2021 Annual Meeting 39
|
■
|
Developing, summarizing and presenting information and analyses to enable the 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 LTIP program design and target award levels for the NEOs and other employees eligible to receive annual incentive awards.
|
|
Compensation Peers
|
| |||
|
Altra Industrial Motion
|
| |
Patrick Industries
|
|
|
Blue Bird
|
| |
Polaris
|
|
|
Brunswick
|
| |
REV Group
|
|
|
Cooper-Standard
|
| |
Shyft (formerly known as Spartan Motors)
|
|
|
Donaldson Company
|
| |
Standard Motor Products
|
|
|
Federal Signal
|
| |
Tennant Company
|
|
|
Harley-Davidson
|
| |
The Timken Company
|
|
|
Hyster-Yale
|
| |
The Toro Company
|
|
|
LCI Industries
|
| |
Thor Industries
|
|
|
Malibu Boats
|
| |
Wabash National
|
|
|
Meritor
|
| |
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 40
|
|
Removed
(2 companies)
|
| |
Added (1 company)
|
|
|
BlueBird
|
| |
Oshkosh
|
|
|
Shyft
|
| |
|
|
■
|
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 2021
Salary
($)
|
| |
Fiscal 2020
Salary
($)
|
| |
Percentage
Increase
(%)
|
|
|
Michael J. Happe
|
| |
900,000
|
| |
900,000
|
| |
—
|
|
|
Bryan L. Hughes
|
| |
525,000
|
| |
507,000
|
| |
3.6
|
|
|
Huw S. Bower
|
| |
550,000
|
| |
N/A(1)
|
| |
N/A
|
|
|
Donald J. Clark
|
| |
400,000
|
| |
400,000
|
| |
—
|
|
|
Brian D. Hazelton
|
| |
512,500
|
| |
491,500
|
| |
4.3
|
|
(1)
|
Mr. Bower joined the Company in October 2020.
|
|
| |
Proxy Statement for 2021 Annual Meeting 41
|
■
|
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 Company
|
■
|
Net Working Capital (10%) - helps measure overall financial health of the Company
|
■
|
Net Sales (40%) - focuses on business unit growth and also drives
customer focus
|
■
|
Operating Income (40%) - reinforces the importance of profitable growth
|
■
|
Net Working Capital (20%) -
helps measure overall financial health
|
|
| |
Proxy Statement for 2021 Annual Meeting 42
|
|
Metric
|
| |
Weight
|
| |
Threshold
(25%
Payout)
|
| |
Target
(100%
Payout)
|
| |
Maximum
(200%
Payout)
|
| |
Fiscal 2021
Performance
|
| |
Actual
Payout %
(Weighted)
|
|
|
Net Sales
|
| |
40.0%
|
| |
$ 2,637,200
|
| |
$3,040,600 — 3,164,700
|
| |
$3,412,900
|
| |
$ 3,629,847
|
| |
80.0%
|
|
|
Operating Income
|
| |
50.0%
|
| |
$ 169,800
|
| |
$218,800 — 234,000
|
| |
$ 260,300
|
| |
$ 407,421
|
| |
100.0%
|
|
|
Net Working Capital
|
| |
10.0%
|
| |
12.3%
|
| |
10.9% — 10.5%
|
| |
9.6%
|
| |
11.2%
|
| |
8.5%
|
|
|
Total Payout Percentage
|
| |
188.5%
|
| |||||||||||||||
|
40% of Total Percentage
|
| |
75.4%
|
|
(1)
|
Each of the NEOs, other than Mr. Clark, also has 35% of his target bonus opportunity tied to individualized annual 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.
|
(2)
|
Messrs. Bower’s and Hazelton's financial performance is based upon the Winnebago Outdoors and Winnebago-branded RV business units,
respectively; and the financial performance metrics are weighted: (1) 40% Net Sales; (ii) 40% Operating Income; and (iii) 20% Net Working Capital.
|
(3)
|
The 12-month fiscal year OICP period is weighted at 40% of the overall OICP weighting.
|
|
Metric
|
| |
Weight
|
| |
Threshold
(25%
Payout)
|
| |
Target
(100%
Payout)
|
| |
Maximum
(200%
Payout)
|
| |
Fiscal 2021
Performance
|
| |
Actual
Payout %
(Weighted)
|
|
|
Net Sales
|
| |
40.0%
|
| |
$1,238,100
|
| |
$1,427,458 — 1,485,722
|
| |
$ 1,602,200
|
| |
$1,633,017
|
| |
80.0%
|
|
|
Operating Income
|
| |
50.0%
|
| |
$71,610
|
| |
$93,490 — 97,500
|
| |
$ 109,800
|
| |
$ 184,989
|
| |
100.0%
|
|
|
Net Working Capital
|
| |
10.0%
|
| |
14.4%
|
| |
12.8% — 12.3%
|
| |
11.3%
|
| |
13.9%
|
| |
4.8%
|
|
|
Total Payout Percentage
|
| |
184.8%
|
| |||||||||||||||
|
30% of Total Percentage
|
| |
55.4%
|
|
(1)
|
Each of the NEOs, other than Mr. Clark, also has 35% of his target bonus opportunity tied to individualized annual 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.
|
(2)
|
Messrs. Bower’s and Hazelton’s financial performance is based upon the Winnebago Outdoors and Winnebago-Brand RVs business units,
respectively; and the financial performance metrics are weighted: (i) 40% Net Sales, (ii) 40% Operating Income and (iii) 20% Net Working Capital.
|
(3)
|
The first 6-month fiscal year OICP period is weighted at 30% of the overall OICP weighting.
|
|
| |
Proxy Statement for 2021 Annual Meeting 43
|
|
Metric
|
| |
Weight
|
| |
Threshold
(25%
Payout)
|
| |
Target
(100%
Payout)
|
| |
Maximum
(200%
Payout)
|
| |
Fiscal 2021
Performance
|
| |
Actual
Payout %
(Weighted)
|
|
|
Net Sales
|
| |
40.0%
|
| |
$1,399,100
|
| |
$1,613,100 — 1,679,000
|
| |
$1,810,600
|
| |
$1,996,830
|
| |
80.0%
|
|
|
Operating Income
|
| |
50.0%
|
| |
$ 98,200
|
| |
$125,300 — 136,500
|
| |
$ 150,500
|
| |
$ 222,432
|
| |
100.0%
|
|
|
Net Working Capital
|
| |
10.0%
|
| |
12.7%
|
| |
11.2% — 10.8%
|
| |
9.9%
|
| |
11.8%
|
| |
7.2%
|
|
|
Total Payout Percentage
|
| |
187.2%
|
| |||||||||||||||
|
30% of Total Percentage
|
| |
56.2%
|
|
(1)
|
Each of the NEOs, other than Mr. Clark, also has 35% of his target bonus opportunity tied to individualized annual 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.
|
(2)
|
Messrs. Bower’s and Hazelton’s financial performance is based upon the Winnebago Outdoors and Winnebago-Brand RVs business units,
respectively; and the Financial Performance metrics are weighted: (i) 40% Net Sales, (ii) 40% Operating Income and (iii) 20% Net Working Capital.
|
(3)
|
The second 6-Month Fiscal Year OICP period is weighted at 30% of the overall OICP weighting.
|
|
|
| |
Actual Total
Financial Payout
% (Weighted)
|
|
|
Total Fiscal Year Financial Performance
Metrics Payout Percentage
|
| |
187.0%
|
|
(1)
|
Each of the NEOs, other than Mr. Clark, also has 35% of his target bonus opportunities tied to individualized annual 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.
|
(2)
|
Messrs. Bower and Hazelton’s financial performance is based upon the Winnebago Outdoors and Winnebago-Brand RVs business units,
respectively; and the financial performance metrics are weighted: (i) 40% Net Sales, (ii) 40% Operating Income and (iii) 20% Net Working Capital.
|
(3)
|
This represents the combined total payout results for the full-year performance period and the two 6-month performance periods.
|
|
|
| |
|
| |
Fiscal 2021 Target OICP
|
| |
Fiscal 2021 Actual OICP
|
| ||||||
|
Name
|
| |
Fiscal 2021
Eligible Earnings
|
| |
% of Salary
|
| |
Target Award
|
| |
% of Target
|
| |
Payout
|
|
|
Michael J. Happe
|
| |
$900,000
|
| |
N/A(1)
|
| |
$1,000,000
|
| |
160.0
|
| |
$1,600,000
|
|
|
Bryan L. Hughes
|
| |
525,000
|
| |
80.0%
|
| |
420,000
|
| |
159.2
|
| |
668,535
|
|
|
Huw S. Bower
|
| |
486,539
|
| |
85.0%
|
| |
413,558
|
| |
156.0
|
| |
645,254
|
|
|
Donald J. Clark(2)
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
|
Brian D. Hazelton
|
| |
512,500
|
| |
75.0%
|
| |
384,375
|
| |
159.1
|
| |
611,694
|
|
(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 2021, Mr. Clark received an incentive bonus of $10,119,403 under the Grand
Design MIP that he participates in, which is an 83% increase compared to his fiscal 2020 bonus, based on the strong performance of Grand Design during fiscal 2021. Mr. Clark’s incentive under such plan is calculated as 3.5% of the pretax
net income of Grand Design (before taking into account any bonus payments thereunder).
|
|
| |
Proxy Statement for 2021 Annual Meeting 44
|
|
Metric
|
| |
Weight
|
|
|
Incentive ROIC
|
| |
50%
|
|
|
Incentive EPS
|
| |
50%
|
|
(1)
|
Mr. Hazelton served as SVP, Winnebago-brand RVs until his appointment to President, Newmar in August 2021, and has 50% of his fiscal
2021-2023 LTIP based upon the above Company performance metrics and 50% based upon the below Winnebago-branded RV performance metric.
|
|
Metric
|
| |
Weight
|
|
|
Operating Income
|
| |
100%
|
|
(1)
|
Mr. Hazelton served as SVP, Winnebago-brand RVs until his appointment to President, Newmar in August 2021, and has 50% of his fiscal
2021 -2023 LTIP based upon the above Company performance metrics and 50% based upon the below Winnebago-branded RV performance metric.
|
|
| |
Proxy Statement for 2021 Annual Meeting 45
|
|
Measurement Period
|
| |
Weight
|
|
|
Period 1: fiscal 2021
(financial performance measured against established fiscal 2021 financial plan)
|
| |
25%
|
|
|
Period 2:
fiscal 2021-2022 growth (financial performance measured against established fiscal 2021-2022 financial growth rates which contribute to overall fiscal 2021-2023 financial plan)
|
| |
25%
|
|
|
Period 3:
fiscal 2022-2023 growth (financial performance measured against established fiscal 2022-2023 financial growth rates which contribute to overall fiscal 2021-2023 financial plan)
|
| |
25%
|
|
|
Period 4: fiscal 2021-2023 (financial performance measured against established fiscal 2023 financial plan)
|
| |
25%
|
|
|
Metric
|
| |
Weight
|
|
|
Incentive EPS
|
| |
100%
|
|
(1)
|
Mr. Bower did not receive a PSU grant because he joined the Company in October 2020. Mr. Clark did not receive a PSU grant because he
participates in the Grand Design MIP.
|
|
| |
Proxy Statement for 2021 Annual Meeting 46
|
|
|
| |
Annual Awards
|
| |
|
| |
|
| |
|
| |
|
| ||||||
|
Name
|
| |
LTIP /
Performance
Shares
(50%)
|
| |
Restricted
Stock Units
(35%)
|
| |
Stock
Options
(15%)
|
| |
Fiscal 2021
Performance
Stock Units(1)
|
| |
Fiscal 2021
|
| |
Fiscal 2020
|
| |
% Increase(2)
|
|
|
Michael J. Happe
|
| |
$1,750,001
|
| |
$1,224,990
|
| |
$525,004
|
| |
$599,989
|
| |
$4,099,984
|
| |
$3,100,000
|
| |
32.3%
|
|
|
Bryan L. Hughes
|
| |
328,139
|
| |
229,675
|
| |
98,433
|
| |
210,004
|
| |
866,252
|
| |
557,700
|
| |
55.3%
|
|
|
Huw S. Bower
|
| |
494,987
|
| |
1,496,524(3)
|
| |
148,499
|
| |
N/A
|
| |
2,140,010
|
| |
N/A
|
| |
N/A
|
|
|
Donald J. Clark
|
| |
N/A
|
| |
275,774(4)
|
| |
N/A
|
| |
N/A
|
| |
275,774
|
| |
N/A
|
| |
N/A
|
|
|
Brian D. Hazelton
|
| |
294,682
|
| |
206,290
|
| |
88,408
|
| |
190,007
|
| |
779,395
|
| |
540,650
|
| |
44.2%
|
|
(1)
|
This reflects the fiscal 2021 PSUs, which have a one-year performance period and a two-year vesting schedule, with 50% vesting in
October 2021 and 50% vesting in October 2022.
|
(2)
|
To perform this calculation, we assumed that the fiscal 2020 and fiscal 2021 equity awards were earned at target.
|
(3)
|
Mr. Bower’s restricted stock unit award reflects a new hire stock buyout grant which has pro-rata vesting over three years.
|
(4)
|
Under the terms of his employment agreement, Mr. Clark receives 10% of this Grand Design MIP award delivered in the form of restricted
stock units.
|
|
| |
Proxy Statement for 2021 Annual Meeting 47
|
|
Metric
|
| |
Weight
|
| |
Threshold
(10%
Payout)
|
| |
Target
(100%
Payout)
|
| |
Maximum
(200%
Payout)
|
| |
Fiscal
2019-2021
Performance(1)
|
| |
Actual
Payout %
|
|
|
Three-year Average Incentive
ROIC
|
| |
50.0%
|
| |
15.8%
|
| |
18.8% - 20.8%
|
| |
23.8%
|
| |
17.60%
|
| |
63.3%
|
|
|
Three-year Cumulative Incentive EPS
|
| |
50.0%
|
| |
$13.01
|
| |
$15.45 - $17.07
|
| |
$19.51
|
| |
$14.70
|
| |
72.5%
|
|
|
Total Payout Percentage
|
| |
67.9%
|
|
(1)
|
When determining the level of actual performance, the committee excluded the impact of certain events not contemplated when creating
the initial targets. The Incentive ROIC metric was adjusted for the LTIP to exclude the following: (i) the net financial impacts of the Newmar acquisition, (ii) the transaction costs associated with the acquisitions of Newmar and
Barletta, (iii) the pretax inventory step-up costs related to the Newmar acquisition, (iv) restructuring costs and (v) the net assets of Newmar. The Incentive EPS metric was adjusted to exclude the following: (i) pretax
acquisition-related costs, (ii) pretax inventory and step-up costs related to the Newmar acquisition, (iii) pretax non-cash interest expense, (iv) restructuring expense, (v) debt-issuance write-off, (vi) the dilution impact of convertible
notes which is economically offset by a call/spread overlay that was put in place upon issuance, and (vii) the tax impact of the aforementioned adjustments, as applicable.
|
|
Name
|
| |
Target Shares
|
| |
Target Value (1)
|
| |
Actual Shares
|
| |
Actual Value (1)
|
|
|
Michael J. Happe
|
| |
29,968
|
| |
$949,986
|
| |
20,348
|
| |
$1,538,105
|
|
|
Bryan L. Hughes
|
| |
8,003
|
| |
253,695
|
| |
5,434
|
| |
410,756
|
|
|
Brian D. Hazelton
|
| |
8,283
|
| |
262,571
|
| |
5,624
|
| |
425,118
|
|
(1)
|
Target payout is valued at the closing market price of our common stock on the grant date as quoted on the NYSE, which was $31.70
(October 15, 2018). Actual payout is valued at the closing market price of our common stock on October 12, 2021, which was $75.59.
|
|
Metric
|
| |
Weight
|
| |
Threshold
(25%
Payout)
|
| |
Target
(100%
Payout)
|
| |
Maximum
(200%
Payout)
|
| |
Fiscal
2021
Performance(1)
|
| |
Actual
Payout %
|
|
|
Incentive EPS
|
| |
100.0 %
|
| |
$4.00
|
| |
$4.36 - $4.71
|
| |
$5.00
|
| |
$8.59
|
| |
200.0%
|
|
|
Total Payout Percentage
|
| |
200.0%
|
|
(1)
|
When determining the level of actual performance, the committee excluded the impact of certain events not contemplated when creating
the initial target. The Incentive EPS metric was adjusted to exclude the following: (i) the pretax transaction costs associated with the Barletta acquisition, (ii) non-cash interest expense, (iii) the dilution impact of convertible notes
which is economically offset by a call/spread overlay that was put in place upon issuance and (iv) the tax effect of all of the foregoing adjustments, as applicable.
|
|
Name
|
| |
Target Shares
|
| |
Target Value (1)
|
| |
Actual Shares
|
| |
Actual Value (1)
|
|
|
Michael J. Happe
|
| |
11,011
|
| |
$599,989
|
| |
22,022
|
| |
$1,664,643
|
|
|
Bryan L. Hughes
|
| |
3,854
|
| |
210,004
|
| |
7,708
|
| |
582,648
|
|
|
Brian D. Hazelton
|
| |
3,487
|
| |
190,007
|
| |
6,974
|
| |
527,165
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 48
|
(1)
|
Target payout is valued at the closing market price of our common stock on the grant date as quoted on the NYSE, which was $54.49
(October 13, 2020). Actual payout is valued at the closing market price of our common stock on October 12, 2021, which was $75.59.
|
■
|
Executive Physical. 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, can use 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.
|
|
| |
Proxy Statement for 2021 Annual Meeting 49
|
■
|
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.
|
|
|
| |
Stock Ownership Guideline
|
| |||
|
Name
|
| |
% of Salary
|
| |
Value
|
|
|
Michael J. Happe
|
| |
500%
|
| |
$4,500,000
|
|
|
Bryan L. Hughes
|
| |
250%
|
| |
1,312,500
|
|
|
Huw S. Bower
|
| |
250%
|
| |
1,375,000
|
|
|
Donald J. Clark
|
| |
250%
|
| |
1,000,000
|
|
|
Brian D. Hazelton
|
| |
250%
|
| |
1,281,250
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 50
|
|
| |
Proxy Statement for 2021 Annual Meeting 51
|
|
| |
Proxy Statement for 2021 Annual Meeting 52
|
|
Name
and
Principal
Position
|
| |
Fiscal
Year
|
| |
Salary (1)
($)
|
| |
Bonus
($)
|
| |
Stock
Awards(2)
($)
|
| |
Option
Awards(3)
($)
|
| |
Non-Equity
Incentive
Plan
Compensation(4)
($)
|
| |
Changes in
Pension Value
and Non-
qualified
Deferred
Compensation
Earnings
($)
|
| |
All Other
Compensation(5)
($)
|
| |
Total
($)
|
|
|
Michael J. Happe
President, CEO
|
| |
2021
|
| |
900,000
|
| |
—
|
| |
3,574,980
|
| |
525,004
|
| |
1,600,000
|
| |
—
|
| |
49,202
|
| |
6,649,186
|
|
|
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
|
| |||
|
Bryan L. Hughes
CFO; Senior Vice
President, Finance,
IT and Strategic
Planning
|
| |
2021
|
| |
525,000
|
| |
—
|
| |
767,819
|
| |
98,433
|
| |
668,535
|
| |
—
|
| |
45,914
|
| |
2,108,367
|
|
|
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
|
| |||
|
Huw S. Bower(6)
President,
Winnebago Outdoors
|
| |
2021
|
| |
486,539
|
| |
275,000
|
| |
1,991,511
|
| |
148,499
|
| |
645,254
|
| |
—
|
| |
36,947
|
| |
3,583,750
|
|
|
2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Donald J. Clark(7)
President, Grand
Design
|
| |
2021
|
| |
400,000
|
| |
—
|
| |
—
|
| |
—
|
| |
10,119,403(8)
|
| |
—
|
| |
—
|
| |
10,519,403
|
|
|
2020
|
| |
400,000
|
| |
—
|
| |
—
|
| |
—
|
| |
5,515,397(9)
|
| |
—
|
| |
—
|
| |
5,915,397
|
| |||
|
2019
|
| |
400,000
|
| |
—
|
| |
—
|
| |
—
|
| |
5,160,931
|
| |
—
|
| |
—
|
| |
5,560,931
|
| |||
|
Brian D. Hazelton
President, Newmar
|
| |
2021
|
| |
512,500
|
| |
—
|
| |
690,988
|
| |
88,408
|
| |
611,694
|
| |
—
|
| |
47,299
|
| |
1,950,889
|
|
|
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
|
|
(1)
|
Represents actual base salary paid during fiscal 2020. Effective from April 1, 2020 through the remainder of fiscal 2020, the base
salary of each of our NEOs (with the exception of Messrs. Bower and Clark) was reduced by 15%, or, in the case of Mr. Happe, 25%. These temporary reductions were approved by the Board and were taken in response to the economic disruption
created by COVID-19. These reductions in base salary did not impact the calculation of incentive compensation or equity awards.
|
|
| |
Proxy Statement for 2021 Annual Meeting 53
|
(2)
|
The table below illustrates the two categories of stock awards as presented above:
|
|
Name
|
| |
Fiscal
Year
|
| |
Non-
Performance-
Based
Restricted Stock
Grant(a)
($)
|
| |
Fiscal 2021
Performance
Stock Units(b)
($)
|
| |
LTIP / Performance
Shares(c)
($)
|
| |
Total
Stock
Awards
($)
|
|
|
Michael J. Happe
|
| |
2021
|
| |
1,224,990
|
| |
599,989
|
| |
1,750,001
|
| |
3,574,980
|
|
|
2020
|
| |
1,084,991
|
| |
—
|
| |
1,550,008
|
| |
2,634,999
|
| |||
|
2019
|
| |
475,000
|
| |
—
|
| |
950,000
|
| |
1,425,000
|
| |||
|
Bryan L. Hughes
|
| |
2021
|
| |
229,675
|
| |
210,004
|
| |
328,139
|
| |
767,819
|
|
|
2020
|
| |
245,929
|
| |
—
|
| |
278,857
|
| |
524,786
|
| |||
|
2019
|
| |
126,844
|
| |
—
|
| |
253,688
|
| |
380,532
|
| |||
|
Huw S. Bower(d)
|
| |
2021
|
| |
1,496,524
|
| |
—
|
| |
494,987
|
| |
1,991,511
|
|
|
2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Donald J. Clark
|
| |
2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
Brian D. Hazelton
|
| |
2021
|
| |
206,299
|
| |
190,007
|
| |
294,682
|
| |
690,988
|
|
|
2020
|
| |
189,228
|
| |
—
|
| |
270,325
|
| |
459,553
|
| |||
|
2019
|
| |
131,285
|
| |
—
|
| |
262,570
|
| |
393,855
|
|
(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)
|
These amounts represent the grant date fair value computed in accordance with ASC 718 of the PSU specific to fiscal 2021. Assuming
achievement of the maximum 200% of the target performance, the value of the PSUs would be: $1,199,979 for Mr. Happe; $420,009 for Mr. Hughes; and $380,013 for Mr. Hazelton.
|
(c)
|
These amounts represent the grant date fair value computed in accordance with ASC 718 of the LTIP / performance share awards. These
amounts for fiscal 2021-2023 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 2021-2023 LTIP awards would
be: $3,500,002 for Mr. Happe; $656,278 for Mr. Hughes; $989,974 for Mr. Bower; and $589,364 for Mr. Hazelton. Assumptions used in the calculation of the amounts reported in this column are included in Note 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in our 2021 Form 10-K.
|
(d)
|
Mr. Bower joined the Company in October 2020. Mr. Bower received a new hire RSU award which is included in the Non-Performance-Based
Restricted Stock Grant column.
|
(3)
|
The amounts shown represent the aggregate grant date fair values of the option grants. Assumptions used in the calculation of the
amounts reported in this column are included in Note 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in our 2021 Form 10-K.
|
(4)
|
These amounts represent actual annual incentive plan award payouts made in cash to NEOs under the 2019, 2020, and 2021 OICPs. In the
case of Mr. Clark, these amounts do not represent award payouts under such OICPs, but instead represent award payouts under the pre-existing Grand Design MIP that he participates in. Mr. Bower elected to defer into the Deferral
Compensation Plan 20% of his fiscal 2021 OICP that is eligible for deferral. Mr. Hughes elected to defer into the Deferral Compensation Plan 10% of his base salary and 100% of his fiscal 2021 OICP that is eligible for deferral and 25% of
his annual incentive plan payout for fiscal 2020 and 2019.
|
|
| |
Proxy Statement for 2021 Annual Meeting 54
|
(5)
|
Amounts reported in this column for fiscal 2021 include the following:
|
|
Name
|
| |
Tax and
Financial
Planning
($)
|
| |
Car
Allowance
($)
|
| |
Life
Insurance
Premiums
STD & LTD
($)
|
| |
Other
($)
|
| |
401(k)
Match
($)
|
| |
Total All
Other
Compensation
($)
|
|
|
Michael J. Happe
|
| |
7,800
|
| |
17,992
|
| |
15,535
|
| |
—
|
| |
7,875
|
| |
49,202
|
|
|
Bryan L. Hughes
|
| |
7,800
|
| |
17,992
|
| |
6,817
|
| |
2,665(a)
|
| |
10,150
|
| |
45,914(b)
|
|
|
Huw S. Bower
|
| |
7,800
|
| |
17,992
|
| |
2,602
|
| |
—
|
| |
8,553
|
| |
36,947
|
|
|
Donald J. Clark
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Brian D. Hazelton
|
| |
7,800
|
| |
17,992
|
| |
8,236
|
| |
—
|
| |
10,004
|
| |
47,299(b)
|
|
(a)
|
Represents tax gross-up payment made to Mr. Hughes in connection with the Company’s administrative error related to his non-qualified
deferred compensation account.
|
(b)
|
The difference in the amount shown here and the sum of the other compensation elements included in this table reflects the amount paid
for an executive physical.
|
(6)
|
Mr. Bower joined the Company in October 2020. He received a new hire stock award of 1,150,022 shares of restricted stock on October
12, 2020. He also received a sign-on bonus of $275,000 on October 12, 2020.
|
(7)
|
Under the terms of his amended employment agreement, Mr. Clark’s annual incentive plan payout under the Grand Design MIP paid out 90%
in cash and 10% 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 $1,011,940 in restricted stock units awarded for fiscal 2021 performance pursuant to the Grand Design
MIP.
|
(9)
|
The amount shown here includes $275,774 in restricted stock units awarded for fiscal 2020 performance pursuant to the Grand Design
MIP.
|
|
| |
Proxy Statement for 2021 Annual Meeting 55
|
|
|
| |
Plan
Name
|
| |
Grant
Date(5)
|
| |
Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards(1)
|
| |
Estimated Future
Payouts Under
Equity Incentive
Plan Awards(2)
|
| |
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units(3)
(#)
|
| |
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
| |
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
| |
Grant Date
Fair Value
of Stock
and Option
Awards(4)
($)
|
| ||||||||||||
|
Name
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| ||||||||||||||||||
|
Michael J. Happe
|
| |
2019 Plan
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
25,660
|
| |
54.49
|
| |
525,004
|
|
|
2019 Plan
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
22,481
|
| |
|
| |
|
| |
1,224,990
|
| |||
|
2021 OICP
|
| |
|
| |
250,000
|
| |
1,000,000
|
| |
2,000,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2021-2023 LTIP
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
8,029
|
| |
32,116
|
| |
64,232
|
| |
|
| |
|
| |
|
| |
1,750,001
|
| |||
|
2021 PSU(6)
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
2,753
|
| |
11,011
|
| |
22,022
|
| |
|
| |
|
| |
|
| |
599,989
|
| |||
|
Bryan L. Hughes
|
| |
2019 Plan
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,811
|
| |
54.49
|
| |
98,433
|
|
|
2019 Plan
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,215
|
| |
|
| |
|
| |
229,675
|
| |||
|
2021 OICP
|
| |
|
| |
104,516
|
| |
418,062
|
| |
836,124
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2021-2023 LTIP
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
1,506
|
| |
6,022
|
| |
12,044
|
| |
|
| |
|
| |
|
| |
328,139
|
| |||
|
2021 PSU
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
964
|
| |
3,854
|
| |
7,708
|
| |
|
| |
|
| |
|
| |
210,004
|
| |||
|
Huw S. Bower
|
| |
2019 Plan
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,258
|
| |
54.49
|
| |
148,499
|
|
|
2019 Plan
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,359
|
| |
|
| |
|
| |
346,502
|
| |||
|
2019 Plan
|
| |
10/12/20(8)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
21,756
|
| |
|
| |
|
| |
1,150,022
|
| |||
|
2021 OICP
|
| |
|
| |
103,390
|
| |
413,558
|
| |
827,116
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
2021-2023 LTIP
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
2,271
|
| |
9,084
|
| |
18,168
|
| |
|
| |
|
| |
|
| |
494,987
|
| |||
|
Donald J. Clark(7)
|
| |
2019 Plan
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,061
|
| |
|
| |
|
| |
275,774
|
|
|
Brian D. Hazelton
|
| |
2019 Plan
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,321
|
| |
54.49
|
| |
88,408
|
|
|
2019 Plan
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,786
|
| |
|
| |
|
| |
206,299
|
| |||
|
2021 OICP
|
| |
|
| |
95,564
|
| |
382,255
|
| |
764,510
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
| |||
|
2021-2023 LTIP
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
1,352
|
| |
5,408
|
| |
10,816
|
| |
|
| |
|
| |
|
| |
294,682
|
| |||
|
2021 PSU
|
| |
10/13/20
|
| |
|
| |
|
| |
|
| |
872
|
| |
3,487
|
| |
6,974
|
| |
|
| |
|
| |
|
| |
190,007
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 56
|
(1)
|
Fiscal 2021 OICP targets annual performance against goals established by the committee. Awards under the fiscal 2021 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 2021 under the fiscal 2021 OICP.
|
(2)
|
Fiscal 2021-2023 LTIP refers to our performance shares. For each of the NEOs except for Mr. Clark, the threshold, target and maximum
amounts under the fiscal 2021-2023 LTIP represent potential performance share amounts that are measured over a three-year performance period from August 29, 2021 through August 26, 2023.
|
(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 $54.49. The Black-Scholes grant date fair value per option award was
$20.46.
|
(5)
|
The committee approved the fiscal 2021 OICP, fiscal 2021-2023 LTIP performance share and fiscal 2021 PSU awards on October 13, 2020,
effective as of the beginning of fiscal 2021.
|
(6)
|
For each of the NEOs except for Messrs. Bower and Clark, the threshold, target and maximum amounts for the fiscal 2021 PSUs represent
potential performance stock unit amounts that are measured over a one-year performance period from September 1, 2020 through August 28, 2021.
|
(7)
|
Mr. Clark is not eligible to participate in the OICP, LTIP or fiscal 2021 PSUs; however he remains eligible to participate in the
Grand Design MIP.
|
(8)
|
The committee approved this award on August 21, 2020.
|
|
| |
Proxy Statement for 2021 Annual Meeting 57
|
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
| |
LTIP / Performance Shares
|
| |||||||||||||||
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
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
($) (13)
|
| |
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That
Have Not Yet
Vested
(#)
|
| |
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights
That Have Not
Vested
($) (14)
|
| |||
|
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
|
| |
|
| |
|
| |
|
| |
|
| |||
|
28,015
|
| |
— (4)
|
| |
44.40
|
| |
10/18/27
|
| |
|
| |
|
| |
|
| |
|
| |||
|
28,551
|
| |
14,280 (5)
|
| |
31.70
|
| |
10/15/28
|
| |
|
| |
|
| |
|
| |
|
| |||
|
9,139
|
| |
18,278 (6)
|
| |
47.93
|
| |
12/17/29
|
| |
|
| |
|
| |
|
| |
|
| |||
|
—
|
| |
25,660 (7)
|
| |
54.49
|
| |
10/13/30
|
| |
|
| |
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
29,968 (9)
|
| |
2,190,960
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
32,339 (10)
|
| |
2,364,304
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
32,116 (11)
|
| |
2,348,001
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
11,011 (12)
|
| |
805,014
|
| |||
|
|
| |
|
| |
|
| |
|
| |
4,995 (5)
|
| |
365,184
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
15,091 (6)
|
| |
1,103,303
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
22,481 (7)
|
| |
1,643,586
|
| |
|
| |
|
| |||
|
Bryan L. Hughes
|
| |
8,373
|
| |
— (4)
|
| |
44.40
|
| |
10/18/27
|
| |
|
| |
|
| |
|
| |
|
|
|
7,624
|
| |
3,814 (5)
|
| |
31.70
|
| |
10/15/28
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,644
|
| |
3,288 (6)
|
| |
47.93
|
| |
12/17/29
|
| |
|
| |
|
| |
|
| |
|
| |||
|
—
|
| |
4, 811 (7)
|
| |
54.49
|
| |
10/13/30
|
| |
|
| |
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,003 (9)
|
| |
585,099
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,818 (10)
|
| |
425,354
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,022 (11)
|
| |
440,268
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,854 (12)
|
| |
28 1,766
|
| |||
|
|
| |
|
| |
|
| |
|
| |
1,334 (5)
|
| |
97,529
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
3,420 (6)
|
| |
250,036
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
4,215 (7)
|
| |
308,159
|
| |
|
| |
|
| |||
|
Huw S. Bower
|
| |
—
|
| |
7,258 (7)
|
| |
54.49
|
| |
10/13/30
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
21,756 (8)
|
| |
1,590,581
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
6,359 (7)
|
| |
464,906
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
9,084 (11)
|
| |
664,131
|
| |||
|
Donald J. Clark
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,061 (7)
|
| |
370,0 10
|
| |
—
|
| |
—
|
|
|
Brian D. Hazelton
|
| |
7,000
|
| |
— (2)
|
| |
27.89
|
| |
10/11/26
|
| |
|
| |
|
| |
|
| |
|
|
|
8,241
|
| |
— (4)
|
| |
44.40
|
| |
10/18/27
|
| |
|
| |
|
| |
|
| |
|
| |||
|
7,891
|
| |
3,947 (5)
|
| |
31.70
|
| |
10/15/28
|
| |
|
| |
|
| |
|
| |
|
| |||
|
1,594
|
| |
3,188 (6)
|
| |
47.93
|
| |
12/17/29
|
| |
|
| |
|
| |
|
| |
|
| |||
|
—
|
| |
4,321 (7)
|
| |
54.49
|
| |
10/13/30
|
| |
|
| |
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,283 (9)
|
| |
605,570
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,640 (10)
|
| |
412,340
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,408 (11)
|
| |
395,379
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,487 (12)
|
| |
254,935
|
| |||
|
|
| |
|
| |
|
| |
|
| |
1,380 (5)
|
| |
100,892
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
2,632 (6)
|
| |
192,426
|
| |
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
3,786 (7)
|
| |
276,794
|
| |
|
| |
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 58
|
(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 option 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 vested 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 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.
|
(6)
|
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.
|
(7)
|
Represents award granted on October 13 ,2020 as an annual stock option grant under the 2019 Plan, which will vest with respect to 33%
of the shares on each of the first three anniversaries of the date of grant.
|
(8)
|
Represents award granted on October 12, 2020 as a new hire grant under the 2019 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.
|
(9)
|
Represents fiscal 2019-2021 LTIP at target, under the 2014 Plan for the three-year performance period beginning August 27, 2018 and
ended August 30, 2021. Settled shares are subject to a one-year holding period.
|
(10)
|
Represents fiscal 2020-2022 LTIP at target, under the 2014 Plan for the three-year performance period beginning August 26, 2019 and
ending August 28, 2022. Settled shares are subject to a one-year holding period.
|
(11)
|
Represents fiscal 2021-2023 LTIP at target, under the 2019 Plan for the three-year performance period beginning September 1, 2020 and
ending August 28, 2023. Settled shares subject to one year holding period.
|
(12)
|
Represents the fiscal 2021 PSU awards at target under the 2019 Plan for the one-year performance period beginning September 1, 2020
and ended August 28, 2021. Shares vest 50% per year over the first two anniversaries of the date of grant.
|
(13)
|
Represents the value of unvested stock as of August 28, 2021 based on a closing stock price of $73.11.
|
(14)
|
Represents the value of unearned performance share awards at target as of August 28, 2021 based on a stock price of $73.11.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of
Shares Acquired
on Exercise
(#)
|
| |
Value Realized
on Exercise
($)
|
| |
Number of
Shares Acquired
on Vesting
(#)
|
| |
Value Realized
on Vesting
($)(1)
|
|
|
Michael J. Happe
|
| |
—
|
| |
—
|
| |
25,847
|
| |
1,454,330
|
|
|
Bryan L. Hughes
|
| |
—
|
| |
—
|
| |
10,356
|
| |
562,025
|
|
|
Huw S. Bower
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Donald J. Clark
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Brian D. Hazelton
|
| |
—
|
| |
—
|
| |
6,610
|
| |
369,004
|
|
(1)
|
Valued at the closing market price of the Company's common stock of $50.58 (May 15, 2020), $54.49 (October 13, 2020), $55.85
(October 15, 2020), $54.82 (October 18, 2020), $59.54 (December 17, 2020), and $50.58 (May 15, 2021) as quoted on the NYSE on the vesting dates.
|
|
Name
|
| |
Executive
Contributions in
Last FY
($)
|
| |
Registrant
Contributions
in Last FY
($)
|
| |
Aggregate
Earnings in
Last FY
($)
|
| |
Aggregate
Withdrawals/
Distributions
($)(1)
|
| |
Aggregate
Balance at
Last FYE
($)(2)
|
|
|
Huw S. Bower
|
| |
70,675(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
70,675
|
|
|
Bryan L. Hughes
|
| |
397,184(4)
|
| |
—
|
| |
33,802
|
| |
9,248
|
| |
574,970
|
|
(1)
|
Distribution reflects amount returned to Mr. Hughes from his account as part of the Section 409A correction procedures under the Code
for an amount incorrectly deferred in the prior year.
|
(2)
|
Balance includes (i) $60,792 of Mr. Hughes’ annual incentive payout for fiscal 2018 that was previously reported in the Non-Equity
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.
|
|
| |
Proxy Statement for 2021 Annual Meeting 59
|
(3)
|
Represents 11% of Mr. Bower’s annual incentive plan payout for fiscal 2021 (which is equal to 20% of the payout related to the full
12-month fiscal year period component and the individual component, which were the only components eligible for deferral), which amount is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
|
(4)
|
Consists of $33,317, representing 10% of Mr. Hughes’ base salary, which amount is included in the Salary column of the Summary
Compensation Table, and $363,867, representing 54% of Mr. Hughes’ annual incentive plan payout for fiscal 2021 (which is equal to 100% of the payout related to the full 12-month fiscal year period component and the individual component,
which were the only components eligible for deferral), which amount is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
|
|
| |
Proxy Statement for 2021 Annual Meeting 60
|
■
|
if the NEO's termination of employment is due to his or her disability, the stock options become vested
in full and immediately exercisable for a period of ten years after any stock option grant date for non-qualified stock options (or in the case of options
granted in fiscal 2019 or after, for a period of one year after termination); and
|
■
|
if the NEO's termination of employment is due to his or her death, the options will become vested in full and immediately exercisable by the NEO's estate or legal representative for a period of ten years after any stock option grant date for non-qualified stock options (or in the case of options granted beginning fiscal 2019 or thereafter, for a period of one year after death).
|
|
| |
Proxy Statement for 2021 Annual Meeting 61
|
|
Name
|
| |
Severance (1)
($)
|
| |
Annual or
Management
Incentive
Plan (2)
($)
|
| |
LTIP /
Performance
Shares (3)
($)
|
| |
Restricted
Stock-
Unvested and
Accelerated (4)
($)
|
| |
Stock
Options-
Unvested and
Accelerated (5)
($)
|
|
|
Michael J. Happe
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Retirement (6) or Voluntary Separation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Involuntary Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Termination without Cause
|
| |
926,711
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Termination for Good Reason
|
| |
926,711
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Change of Control (7) :
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Without Termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Termination Without Cause/Good Reason
|
| |
5,7 80,132
|
| |
1,600,000
|
| |
7,809,975
|
| |
3,112,073
|
| |
1,529,364
|
|
|
Death
|
| |
—
|
| |
—
|
| |
7,809,975
|
| |
3,112,073
|
| |
1,529,364
|
|
|
Disability
|
| |
—
|
| |
—
|
| |
7,809,975
|
| |
3,112,073
|
| |
1,529,364
|
|
|
Bryan L. Hughes
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Retirement (6) or Voluntary Separation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Involuntary Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Change of Control (7) :
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Without Termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Termination Without Cause/Good Reason
|
| |
1,93 9,908
|
| |
66 8,535
|
| |
1,826,434
|
| |
655,724
|
| |
330,310
|
|
|
Death
|
| |
—
|
| |
—
|
| |
1,826,434
|
| |
655,724
|
| |
330,310
|
|
|
Disability
|
| |
—
|
| |
—
|
| |
1,826,434
|
| |
655,724
|
| |
330,310
|
|
|
Huw S. Bower
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Retirement (6) or Voluntary Separation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Involuntary Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Change of Control (7) :
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Without Termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Termination Without Cause/Good Reason
|
| |
2,088,664
|
| |
645,254
|
| |
664,131
|
| |
2,055,488
|
| |
135,144
|
|
|
Death
|
| |
—
|
| |
—
|
| |
664,131
|
| |
2,055,488
|
| |
135,144
|
|
|
Disability
|
| |
—
|
| |
—
|
| |
664,131
|
| |
2,055,488
|
| |
135,144
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 62
|
|
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)
($)
|
|
|
Donald J. Clark
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Retirement(6) or Voluntary Separation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Involuntary Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Termination without Cause
|
| |
10,519,403
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Termination for Good Reason
|
| |
10,519,403
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Change of Control(7):
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Without Termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Termination Without Cause/Good Reason
|
| |
3,000,000
|
| |
—
|
| |
—
|
| |
370,010
|
| |
—
|
|
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
370,010
|
| |
—
|
|
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
370,010
|
| |
—
|
|
|
Brian D. Hazelton
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Retirement(6) or Voluntary Separation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Involuntary Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Change of Control(7):
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Without Termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Termination Without Cause/Good Reason
|
| |
1,847,414
|
| |
611,694
|
| |
1,728,759
|
| |
570,112
|
| |
324,176
|
|
|
Death
|
| |
—
|
| |
—
|
| |
1,728,759
|
| |
570,112
|
| |
324,176
|
|
|
Disability
|
| |
—
|
| |
—
|
| |
1,728,759
|
| |
570,112
|
| |
324,176
|
|
(1)
|
For Messrs. Happe and Clark, the Involuntary Termination without Cause or Termination for Good Reason before a Change in Control
reflects one year of base salary and, in the case of Mr. Happe, an amount for COBRA. For all NEOs, 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 for a Change in Control termination is capped at $3,000,000.
|
(2)
|
Represents the NEOs' actual annual incentive payout pursuant to the 2021 OICP (other than Mr. Clark) or 2021 Grand Design MIP
(Mr. Clark).
|
(3)
|
Represents the LTIP incentive achieved pursuant to the fiscal 2021 PSUs and fiscal 2019-2021 LTIP, except by a termination pursuant to
a Change in Control, which includes the full amount payable under the fiscal 2019-2021 LTIP and the target amount estimated to be payable under the fiscal 2020-2022 LTIP and the fiscal 2021-2023 LTIP. Shares earned under the LTIP 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 28, 2021, the last day
of fiscal 2021.
|
(5)
|
Represents the intrinsic value of stock options based on our closing stock price of $58.41 per share on August 28, 2021, the last day
of fiscal 2021.
|
(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 2020 equity awards, under the 2019 Plan, the definition of “Change in Control” was updated to include, among other things, a double trigger mechanism.
|
|
| |
Proxy Statement for 2021 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 2021. 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 30, 2020 and August 27, 2021.
|
■
|
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
|
| |
$ 60,746
|
|
|
Annual Total Compensation of PEO (Mr. Happe)
|
| |
$6,649,186
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 64
|
|
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
|
|
Plan Category
|
| |
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights(1)
|
| |
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights(2)
($)
|
| |
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in (a))
|
|
|
Equity compensation plans approved by shareholders - 2004 Plan
|
| |
6,500(3)
|
| |
—
|
| |
—
|
|
|
Equity compensation plans approved by shareholders - 2014 Plan
|
| |
363,311(4)
|
| |
34.54
|
| |
—
|
|
|
Equity compensation plans approved by shareholders - 2019 Plan
|
| |
506,671(5)
|
| |
51.32
|
| |
4,002,279(6)
|
|
|
Equity compensation plans approved by shareholders – ESPP
|
| |
—(7)
|
| |
—
|
| |
104,511(8)
|
|
|
Equity compensation plans not approved by shareholders(9)
|
| |
37,999(10)
|
| |
—
|
| |
—(11)
|
|
|
Total
|
| |
914,481
|
| |
|
| |
4,035,636
|
|
(1)
|
Number of securities to be issued in the table are shown in whole numbers.
|
(2)
|
Represents the weighted average exercise price of outstanding stock options only. Restricted share awards do not have an exercise
price so weighted average is not applicable.
|
(3)
|
Represents unvested share awards granted under the 2004 Incentive Compensation Plan (2004 Plan). No new grants may be made under the
2004 Plan.
|
(4)
|
Represents stock options and unvested stock awards granted under the 2014 Plan. The 2014 Plan replaced the 2004 Plan effective
January 1, 2014.
|
(5)
|
Represents stock options and unvested stock awards granted under the 2019 Plan, which replaced the 2014 Plan effective on December 11,
2018.
|
(6)
|
Represents shares available for grant of awards under the 2019 Plan as of August 28, 2021.
|
(7)
|
Represents unvested stock awards granted under the Winnebago Industries, Inc. Employee Stock Purchase Plan (ESPP).
|
(8)
|
Represents shares available for issuance under the ESPP as of August 28, 2021.
|
(9)
|
Our sole equity compensation plan not previously submitted to our shareholders for approval is the Directors' Deferred Compensation
Plan. The Board may terminate the Directors' Deferred Compensation Plan at any time. If not terminated earlier, the Directors' Deferred Compensation Plan will automatically terminate on June 30, 2023.
|
(10)
|
Represents shares of common stock issued to a trust which underlie stock units, payable on a one-for-one basis, credited to stock unit
accounts as of August 28, 2021 under the Directors' Deferred Compensation Plan.
|
(11)
|
The table does not reflect a specific number of stock units which may be distributed pursuant to the Directors' Deferred Compensation
Plan. The Directors' Deferred Compensation Plan does not limit the number of stock units issuable thereunder. The number of stock units to be distributed pursuant to the Directors' Deferred Compensation Plan will be based on the amount of
the director's compensation deferred and the per share price of our common stock at the time of deferral.
|
|
| |
Proxy Statement for 2021 Annual Meeting 65
|
|
✔
|
| |
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 27, 2022.
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 66
|
■
|
The Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended August 28, 2021 with the Company’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.
|
|
| |
Proxy Statement for 2021 Annual Meeting 67
|
|
|
| |
Fiscal 2021
($)
|
| |
Fiscal 2020
($)
|
|
|
Audit Fees (1)
|
| |
1,528,000
|
| |
1,745,000
|
|
|
Audit-Related Fees (2)
|
| |
34 ,000
|
| |
30 ,000
|
|
|
Tax Fees (3)
|
| |
—
|
| |
22,500
|
|
|
All Other Fees
|
| |
—
|
| |
—
|
|
|
Total
|
| |
1,5 62,000
|
| |
1, 797,500
|
|
(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.
|
|
| |
Proxy Statement for 2021 Annual Meeting 68
|
■
|
the affairs of the Company will cease to be governed by the Iowa Business Corporation Act (the IBCA), the Company’s existing Articles of Incorporation (the Iowa Articles), and the Company’s existing By-Laws (the Iowa By-Laws), and the affairs of the Company will become subject to the Minnesota Business Corporation Act (the MBCA), the new Articles of Incorporation and the new Bylaws, as more fully described below;
|
■
|
the resulting Minnesota corporation (the Minnesota Company) will be for all purposes the same entity as
the Company and, specifically, (i) all property owned by, and every contract right
possessed by, the Company will be the property and contract rights of the Minnesota Company, and (ii) all debts, obligations and other liabilities of the Company will be the debts, obligations, and other liabilities of the Minnesota Company;
|
■
|
each outstanding share of the Company’s common stock will be
reclassified into shares of the Minnesota Company’s common stock, and each outstanding option, warrant or other right to acquire shares of the Company’s common stock will continue to be an outstanding option, warrant or other right to acquire shares of the Minnesota Company’s common stock on the same terms;
|
■
|
each employee benefit plan, incentive compensation plan or other similar plan of the Company will continue to be an employee benefit plan, incentive compensation plan or other similar plan of the Minnesota
Company without change; and
|
■
|
each director and officer of the Company will continue to hold his or her respective office with the Minnesota Company.
|
|
| |
Proxy Statement for 2021 Annual Meeting 69
|
|
| |
Proxy Statement for 2021 Annual Meeting 70
|
|
| |
Proxy Statement for 2021 Annual Meeting 71
|
|
Provision
|
| |
Current Provisions (Iowa)
|
| |
Proposed Change for Reincorporation (Minnesota)
|
|
|
Authorized Shares
|
| |
120 million shares of common stock, $.50 par value, and 10 million shares of “blank
check” preferred stock, $.01 par value.
|
| |
No change.
|
|
|
Dividends, Repurchases and Redemption
|
| |
Under the IBCA and unless otherwise provided by the corporation’s articles of
incorporation, a corporation may not make any distribution if, after making the distribution, (a) the corporation would not be able to pay its debts as they become due in the usual course of business or (b) the corporation’s total assets
would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the
distribution.
The Iowa Articles provide that holders of our common stock are not entitled to
receive dividends until after the requirements with respect to preferential dividends upon the Series Preference Stock of all classes and series thereof have been met and after the Company has complied with all requirements, if any, with
respect to a sinking fund or redemption or purchase account for the benefit of any class or series thereof.
|
| |
Under the MBCA, a corporation may not make a distribution unless the corporation's
board of directors determines that the corporation can pay its debts in the ordinary course of business after making the distribution. In addition, a distribution may be made to the holders of a class or series of shares only if: (a) all
amounts payable to the holders of shares having a preference for the payment of that kind of distribution, except those holders who have waived such rights, are paid; and (b) the payment of the distribution does not reduce the remaining
net assets of the corporation below the aggregate preferential amount payable in the event of liquidation to the holders of shares having preferential rights, except as otherwise permitted under Minnesota law. The right of a corporation
to make distributions can also be limited by the articles of incorporation or bylaws or an agreement.
The proposed Minnesota Articles do not provide any additional limitations on
distributions.
|
|
|
Election of Directors; Classified Board with Staggered Terms
|
| |
The Iowa Articles and By-Laws provide that the board of directors is divided into
three classes, with directors serving staggered three-year terms.
The Iowa Articles also provide that any alteration, amendment or adoption of a
provision inconsistent with the classified-board article requires the affirmative vote of the holders of at least 75% of all issued and outstanding shares of the corporation entitled to vote thereon.
|
| |
No change. The proposed Minnesota Articles and Bylaws are substantially identical to
the Iowa Articles and By-Laws with respect to the classification of the board of directors and the required super-majority shareholder vote for any changes to that provision.
|
|
|
Number of Directors
|
| |
The IBCA provides that the board of directors must consist of one or more
individuals, with the exact number of directors to be fixed in accordance with the articles of incorporation or bylaws.
The Iowa Articles provide that the number of directors will be between 3 and 15, with
the exact number of directors to be fixed by the board .
|
| |
No change. The MBCA and the Minnesota Articles are substantially identical to the
IBCA and the Iowa Articles with respect to the number of directors.
|
|
|
Vote Required to Elect Directors
|
| |
Under the IBCA, a corporation’s directors are elected by a plurality of the votes
cast unless its articles of incorporation specify otherwise. The Iowa Articles do not specify otherwise, and therefore directors are elected by a plurality vote.
|
| |
No change. The MBCA and the proposed Minnesota Articles are substantially identical
to the IBCA and the Iowa Articles with respect to the vote required to elect directors and the absence of cumulative voting.
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 72
|
|
Provision
|
| |
Current Provisions (Iowa)
|
| |
Proposed Change for Reincorporation (Minnesota)
|
|
|
|
| |
Under the IBCA, shareholders do not have cumulative voting rights in the election of
directors unless a corporation’s articles of incorporation so provide. The Iowa Articles do not provide for cumulative voting.
We have adopted a governance guideline requiring directors who do not receive a
majority vote to tender their resignations in accordance with the guideline.
|
| |
The majority-vote resignation provision in the governance guidelines will continue to
apply to the Minnesota Company.
|
|
|
Vote Required of Shareholders Generally
|
| |
The IBCA provides that if an action, other than the election of directors, is to be
taken by vote of the shareholders, it will be authorized by a majority of the votes cast by the holders of shares entitled to vote on the action, unless a greater vote is required by the corporation’s articles of incorporation or another
provision of Iowa law. The Iowa Articles do not require a greater vote, and therefore shareholder actions are authorized by a majority of votes cast by the holders of shares entitled to vote.
|
| |
The MBCA provides that, except for the election of directors, shareholders shall take
action by the affirmative vote of the greater of (1) a majority of the voting power of the shares present and entitled to vote on that item of business or (2) a majority of the voting power of the minimum number of shares entitled to vote
that would constitute a quorum for the transaction of business at the meeting, except where the MBCA or the corporation’s articles of incorporation require a larger proportion or number. The proposed Minnesota Articles are substantially
identical to the Iowa Articles.
|
|
|
Qualification of Directors
|
| |
Under the IBCA, the articles of incorporation or bylaws may prescribe qualifications
for directors.
Neither the Iowa Articles nor the Iowa By-Laws identify any qualifications for
persons serving as directors of the Company.
|
| |
No change. The MBCA and the proposed Minnesota Articles and Minnesota Bylaws are
substantially identical to the IBCA and the Iowa Articles and Iowa By-Laws with respect to the absence of any qualifications for directors.
|
|
|
Removal of Directors
|
| |
Under the IBCA, shareholders may remove one or more directors with or without cause
unless the articles of incorporation provide that directors may be removed only for cause. The Iowa Articles provide that directors may be removed only for cause.
|
| |
No change. The MBCA and the proposed Minnesota Articles are substantially the same
with respect to the removal of directors by shareholders.
The MBCA also has a provision providing that a director may be removed if (a) the
director was named by the board of directors to fill a vacancy; (b) the shareholders have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal; and (c) a majority of the
remaining directors present affirmatively vote to remove the director.
|
|
|
Filling a Vacancy on the Board of Directors
|
| |
Under the IBCA, unless otherwise provided in the articles of incorporation, if a
vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by the shareholders or the board. If the directors remaining in office constitute fewer than a
quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all directors remaining in office. The Iowa Articles do not vary from Iowa law.
|
| |
Under the MBCA, unless otherwise provided in the articles of incorporation or bylaws,
vacancies on the board of directors will be filled for the unexpired term by a majority of the remaining directors of the board although less than a quorum, and newly created directorships may be filled by the affirmative vote of a
majority of directors serving at the time of the increase. The proposed Minnesota Articles and Minnesota Bylaws do not vary from Minnesota law.
|
|
|
Multiple-Constituency Provision
|
| |
Under the IBCA, in considering a proposed acquisition of an interest in the
corporation, the board of directors is authorized to consider the interests of the corporation’s employees, customers, suppliers and creditors, the effects of the action on the communities in which the corporation operates and the
long-term as well as short-term interests of the corporation and its
|
| |
Under the MBCA, in discharging the duties of the position of a director, a director
may consider the interests of constituencies other than shareholders, including the interests of the corporation’s employees, customers, suppliers, and creditors, the economy of Minnesota and the nation, community and societal
considerations, and the long-term as well as short-term interests
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 73
|
|
Provision
|
| |
Current Provisions (Iowa)
|
| |
Proposed Change for Reincorporation (Minnesota)
|
|
|
|
| |
shareholders, including the possibility that these interests may best be served by
the continued independence of the corporation.
|
| |
of the corporation and its shareholders, including the possibility that these
interests may be best served by the continued independence of the corporation.
|
|
|
Advance Notice of Shareholder Proposals and Director Nominations
|
| |
The IBCA provides that notice of the date, time, record date and place of each annual
and special meeting must be given to all shareholders entitled to vote not less than 10 nor more than 60 days before the date of the meeting.
The Iowa By-Laws require nominations of persons for election to the Board and
submission of other business to be considered at a meeting of shareholders be made or brought by the Board or by a shareholder of record who complies with the advance notice procedures set forth in the Iowa By-Laws.
The Iowa By-Laws include provisions setting forth a formal process for shareholders
owning more than 5% of the Company’s stock to recommend director candidates for consideration by the Board.
|
| |
No substantive change.
The proposed Minnesota Bylaws do not include the formal process for holders of
greater than 5% of the stock to recommend director candidates for consideration by the Board.
The Minnesota Company will continue the Iowa Company’s practice of disclosing in its
annual proxy statement that the Nominating and Governance Committee will evaluate any nominee recommended by any shareholder pursuant to a process substantially similar to that used for other nominees.
|
|
|
Ability of Shareholders to Call Special Meetings
|
| |
The IBCA provides that a special meeting of shareholders may be called by the board
of directors, by the person or persons authorized to call a special meeting by the articles of incorporation or bylaws, or by the holders of at least 10% of all of the shares entitled to vote at a meeting (or such lower or higher
percentage of shares, not to exceed 25%, as may be specified in the articles of incorporation).
The Iowa Articles do not vary from Iowa law.
|
| |
The MBCA provides that that a special meeting of shareholders may be called by the
chief executive officer, the chief financial officer, two or more directors, a person authorized in the articles or bylaws to call special meetings, or a shareholder or shareholders holding 10% or more of the voting power of all shares
entitled to vote, except that a shareholder demand for a special meeting for the purpose of considering any business combination must be called by 25% or more of the voting power of all shares entitled to vote.
The proposed Minnesota Bylaws do not vary from Minnesota law.
|
|
|
Shareholder Action by Written Consent
|
| |
The IBCA provides that, unless otherwise specified in the articles of incorporation,
any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if written consents setting forth the action taken are signed by the holders of the
outstanding shares having not less than 90% of the votes entitled to be cast at a meeting at which all shares entitled to vote on the action were present and voted.
The Iowa Articles do not specify otherwise.
|
| |
Minnesota law allows shareholders to act by written consent but requires that such
actions be consented to by all of the shareholders entitled to vote on that action.
|
|
|
Dissent and Appraisal Rights
|
| |
The IBCA provides that appraisal rights are available to a shareholder in the event
of: (a) a merger, if shareholder approval of the merger is required; (b) a share exchange which the shareholder is entitled to vote on; (c) a disposition of assets that leaves the corporation without a significant continuing business
activity and which the shareholder is entitled to vote on; (d) an amendment of the articles of incorporation that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share, if the corporation has
the obligation or right to
|
| |
The MBCA provides that appraisal rights are available to a shareholder in the event
of: (a) unless otherwise provided in the articles of incorporation, an amendment of the articles that materially and adversely affects certain rights or preferences of the shareholder; (b) a sale of all or substantially all the
corporation's assets; (c) a statutory merger; (d) a plan of exchange; (e) a plan of conversion; (f) an amendment to the articles in connection with a share combination that reduces the shares owned by the shareholder to a fraction of a
share, if the
|
|
|
| |
Proxy Statement for 2021 Annual Meeting 74
|
|
Provision
|
| |
Current Provisions (Iowa)
|
| |
Proposed Change for Reincorporation (Minnesota)
|
|
|
|
| |
repurchase such fractional share; (e) any other amendment to the articles, merger,
share exchange, or disposition of assets to the extent provided in the articles, bylaws or by resolution of the board of directors; or (f) a domestication of the corporation if the shareholder does not receive shares in the foreign
corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest of the total voting rights of the outstanding shares of the foreign
corporation, as the shares held by the shareholder before the domestication.
Other than in the event of an interested transaction or a transaction requiring
shareholders to accept consideration other than cash or shares of any corporation or any other proprietary interest of any other entity, appraisal rights are not available for shares of any class or series of shares which is traded in an
organized market and has at least 2,000 shareholders and a market value of at least $27 million, exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, directors, and beneficial owners of more
than 10% of such shares.
The articles may limit appraisal rights for any class or series of preferred shares,
if certain conditions are met. The Iowa Articles do not contain any further limitations on appraisal rights.
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corporation exercises its statutory right to repurchase such fractional share; or (g)
any other corporate action taken by a shareholder vote which directs that dissenting shareholders may obtain payment for their shares; provided that, in the event of a merger or exchange, unless the articles, the bylaws, or a resolution
approved by the board of directors provides otherwise, appraisal rights do not apply to a shareholder of shares not entitled to vote on the merger or exchange.
In addition, except in the case of a statutory short-form merger under Minnesota law,
appraisal rights do not apply to shares of any class or series that is listed on a national securities exchange, so long as the shareholder receives in exchange for such shares publicly traded shares listed on a national securities
exchange or cash in lieu of fractional shares.
The proposed Minnesota Articles and Bylaws do not vary from Minnesota law.
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Amendment of the Articles
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The IBCA provides that, unless otherwise specified by the articles of incorporation,
amendments to the articles of incorporation generally must be adopted and approved by both the board of directors and the shareholders. After being adopted and recommended by the board of directors, a proposed amendment must be approved
by shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the amendment exists. However, a corporation’s articles of incorporation, bylaws, or condition established by the board
may require a greater vote or greater number of shares to be present for approval of any amendment.
The Iowa Articles provide that a vote of 75% of shares entitled to vote is required
to amend the article relating to directors.
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The MBCA provides that a corporation may amend its articles of incorporation by
adoption of a resolution by the board of directors followed by the majority vote of shareholders required generally, as described above, unless the articles of incorporation require a larger percentage. In addition, shareholders owning 3%
or more of the voting power of shares entitled to vote may propose an amendment to the articles of incorporation and submit the amendment to shareholders for approval, and the amendment may be adopted by a majority vote without board
approval. If the articles provide for a larger proportion or number to transact a specified type of business at a meeting, the affirmative vote of that larger proportion or number is necessary to amend the articles to decrease the
proportion or number necessary to transact the business.
The proposed Minnesota Articles are substantially identical to the Iowa Articles with
respect to article amendments.
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Amendment of Bylaws
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The IBCA provides that both the board of directors and the shareholders of a
corporation have the power to amend the corporation’s bylaws, except that the board’s power to do so is subject to any provision in the articles of incorporation reserving all or part of that power exclusively to the shareholders and is
further subject to any express provision that the board may not amend, repeal, or reinstate a bylaw.
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The MBCA provides that shareholders holding 3% or more of the voting power of the
shares entitled to vote may propose an amendment to the bylaws and submit the amendment to shareholders for approval, and the amendment may be adopted by a majority vote without the approval of the board of directors.
The MBCA also provides that the board may
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Proxy Statement for 2021 Annual Meeting 75
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Provision
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Current Provisions (Iowa)
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Proposed Change for Reincorporation (Minnesota)
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adopt, amend or repeal the bylaws, subject to the power of the shareholders as
described above. After the adoption of the initial bylaws, the board may not adopt, amend, or repeal a bylaw fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the board, or
fixing the number of directors or their classifications, qualifications, or terms of office, but may adopt or amend a bylaw to increase the number of directors.
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Restrictions on Transactions with Interested Directors
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The IBCA does not contain any provisions regarding restrictions on transfers with
interested directors.
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The MBCA provides that a contract or transaction between a corporation and one or
more of its directors, or between a corporation and any other entity in which one or more of its directors are directors or officers, or have a financial interest, is not void or voidable solely because of such relationship or interest,
or solely because the director is present at or participates in or votes at the meeting of the board of directors or committee that authorizes the contract or transaction, if:
(a) the contract or transaction was fair and reasonable as to the corporation at the
time it was approved (the person asserting the validity of the contract or transaction has the burden of proof);
(b) the material facts as to the contract or transaction and as to the director's
interest are fully disclosed or known to the holders of all outstanding shares, whether or not entitled to vote, and the contract or transaction is approved in good faith by (i) the holders of 2/3rds of the voting power of the shares
entitled to vote (excluding shares owed by the interested director), or (ii) the unanimous affirmative vote of the holders of all outstanding shares, whether or not entitled to vote; or
(c) the material facts as to the contract or transaction and as to the director's
interest are fully disclosed or known to the board or a committee, and the board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the directors or committee members (the interested
director or directors are not counted in determining the presence of a quorum and cannot vote).
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Shareholder Vote Required to Approve Merger or Sale of Company
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The IBCA provides that, unless the articles of incorporation, bylaws or board
resolution requires a greater vote, any merger or share exchange requires the affirmative vote of the holders of a majority of the outstanding shares of the corporation entitled to vote thereon.
Neither the Iowa Articles nor Iowa By-Laws require any greater vote.
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The MBCA provides that any sale, lease or exchange of all or substantially all of a
corporation’s property or assets, merger, statutory share exchange or voluntary dissolution must be approved by the holders of a majority of the voting power of all shares entitled to vote thereon.
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Business Combination Statute
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The IBCA prohibits transactions between a corporation and an interested shareholder
for three years following the time such shareholder
became an interested shareholder, unless the
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The MBCA provides that a corporation with a class of equity securities registered
pursuant to Section 12 of the Exchange Act is prohibited from conducting a business combination with,
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Proxy Statement for 2021 Annual Meeting 76
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Provision
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| |
Current Provisions (Iowa)
|
| |
Proposed Change for Reincorporation (Minnesota)
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articles of incorporation or bylaws expressly elect not to be governed by this
statute or certain other conditions are met. Neither the Iowa Articles nor the Iowa By-Laws contain any provision expressly electing not to be governed by this statute.
Generally, an interested shareholder is any person (including the person’s affiliates and associates) who owns 10% or more of the outstanding voting stock of a corporation. The interested shareholder can engage in a business combination:
• if, prior to the time the shareholder became an interested
shareholder, the business combination or the transaction that resulted in the shareholder becoming an interested shareholder was approved by the board of directors;
• if, upon consummation of the transaction that resulted in
the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding, for purposes of determining the number
of shares outstanding, those shares owned by directors and officers, and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in
a tender or exchange offer; or
• if at or subsequent to the time the shareholder became an
interested shareholder, the business combination is approved by the board of directors and authorized at a meeting of shareholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the
interested shareholder.
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proposed by or on behalf of, an interested shareholder (or any affiliate or associate
of any interested shareholder) for four years after the shareholder became an interested shareholder unless either the business combination or the interested shareholder's acquisition of shares was approved by a committee of disinterested
directors before the shareholder became an interested shareholder.
An interested shareholder is either (a) a shareholder who directly or indirectly owns
10% or more of the voting power of the corporation's outstanding shares entitled to vote, or (b) an affiliate of the corporation who at any time within the past four years owned 10% or more of the voting power of the corporation's then
outstanding shares entitled to vote.
If a good faith definitive proposal regarding a business combination or share
acquisition is made in writing to the board of directors, a committee of disinterested directors must consider and take action on the proposal and respond in writing within 30 days setting forth its decision regarding the proposal.
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Control Share Acquisition Statute
|
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The IBCA does not contain a control share acquisition statute.
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No change. The MBCA provides that a shareholder who holds over certain thresholds
(20%, 33.33% or 50%) of the outstanding shares of a public corporation is restricted from voting its shares that exceed the applicable threshold of the corporation's outstanding voting shares until special shareholder approval is obtained
or other conditions are satisfied. A Minnesota corporation may expressly opt out of the control share acquisition statute in its articles of incorporation or bylaws.
The proposed Minnesota Articles provide that Minnesota's control share acquisition
statute will not apply to the Minnesota Company.
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Indemnification and Advancement of Expenses
|
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Under the IBCA, a corporation may indemnify a director who is a party or is
threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (or brought by or in the right of the corporation) by reason of the fact that he or
she is or was a director of the corporation, or is or was serving at the request of the corporation as a director or
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Minnesota law provides that, unless prohibited or conditioned by the articles of
incorporation or bylaws, a corporation must indemnify a person made or threatened to be made a party to a proceeding because of the person's former or present official capacity in the corporation against judgments, penalties, fines,
including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan,
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Proxy Statement for 2021 Annual Meeting 77
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Provision
|
| |
Current Provisions (Iowa)
|
| |
Proposed Change for Reincorporation (Minnesota)
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agent of another corporation, partnership, joint venture, trust or other entity,
against judgments, settlements, penalties, fines, including excise taxes assessed with respect to an employee benefit plan, or expenses incurred with respect to the action, suit or proceeding (or expenses incurred with respect to
proceedings by or in the right of the corporation) if the person acted in good faith and in a manner he or she reasonably believed to be in or (in certain cases) at least not opposed to the best interests of the corporation or its
shareholders, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard set forth above. Further, a corporation must indemnify a director who was wholly successful in the defense of
such a proceeding against such expenses reasonably incurred in connection with the proceeding.
The IBCA affords officers the same indemnification protection (except as to mandatory
indemnification) and to such further extent provided by the articles of incorporation, the bylaws, the board of directors, or contract, except in the case of an officer’s receipt of a financial benefit to which the officer is not
entitled, an intentional infliction of harm on the corporation or the shareholders or an intentional violation of criminal law.
The IBCA also provides that a corporation may advance expenses incurred by a director
who is a party or threatened to be made a party to a proceeding if the director provides a written undertaking to repay the advance if it is ultimately determined that he or she is not entitled to indemnification.
Under the IBCA, a director may apply for court-ordered indemnification or advancement
of expenses, and the court must order such indemnification or advancement if it is mandatory under the IBCA or if it determines that doing so is fair and reasonable.
The Iowa Articles require the Iowa Company to indemnify and protect any director of
the corporation to the fullest extent permitted by the laws of Iowa.
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settlements, and reasonable expenses, including attorneys' fees and disbursements,
incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person:
(a) has not been indemnified by another organization or employee benefit plan for the
same costs incurred by the person in connection with the proceeding with respect to the same acts or omissions;
(b) acted in good faith;
(c) received no improper personal benefit and, if applicable, the interested director
transaction statute, summarized above, has been satisfied;
(d) in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and
(e) reasonably believed that the conduct was in or (in certain cases) at least not
opposed to the best interests of the corporation.
The termination of a proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent does not, of itself, establish that the person did not meet the criteria set forth above.
Minnesota law provides that unless prohibited by the articles or bylaws, if a person
is made or threatened to be made a party to a proceeding, the person is entitled, upon written request to the corporation, to payment or reimbursement by the corporation of reasonable expenses, including attorneys' fees and disbursements,
incurred by the person in advance of the final disposition of the proceeding, (a) upon receipt by the corporation of a written affirmation by the person of a good faith belief that the criteria for indemnification set forth above has been
satisfied and a written undertaking by the person to repay all amounts so paid or reimbursed by the corporation if it is ultimately determined that the criteria for indemnification have not been satisfied, and (b) after a determination
that the facts then known to those making the determination would not preclude indemnification as described above.
The proposed Minnesota Articles and Minnesota Bylaws do not vary from Minnesota law.
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Elimination of Director Personal Liability for Monetary Damages
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The IBCA provides that a corporation’s articles of incorporation may include a
provision eliminating or limiting a director’s liability to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director. A corporation’s articles, however, may not limit or
eliminate a director’s personal liability for (a) the amount of a financial benefit received by a director to which he or she is not entitled, (b)
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Substantially similar. The MBCA provides that a director's personal liability to the
corporation or its shareholders for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles of incorporation. The articles may not eliminate or limit the liability of a director (a) for any
breach of the director's duty of loyalty to the corporation or its shareholders, (b) for acts or omissions not in
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Proxy Statement for 2021 Annual Meeting 78
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Provision
|
| |
Current Provisions (Iowa)
|
| |
Proposed Change for Reincorporation (Minnesota)
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an intentional infliction of harm on the corporation or the shareholders, (c) a
declaration of unlawful dividends or distributions to shareholders, or (d) an intentional criminal act.
The Iowa Articles provide that no director of the Company will be liable to the
Company or its shareholders for monetary damages for a breach of a fiduciary duty.
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good faith or that involve intentional misconduct or a knowing violation of law, (c)
for illegal distributions or violations of Minnesota securities laws, (d) for any transaction from which the director derived an improper personal benefit, or (e) for any act or omission occurring prior to the date when the provision in
the articles eliminating or limiting liability becomes effective.
The proposed Minnesota Articles provide that no director of the Minnesota Company
will be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Minnesota law.
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Proxy Statement for 2021 Annual Meeting 79
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✔
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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE PROPOSAL TO REINCORPORATE FROM IOWA TO MINNESOTA.
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Proxy Statement for 2021 Annual Meeting 80
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Name and Address of Beneficial Owner
|
| |
Amount and Nature
of Beneficial
Ownership
|
| |
% of
Common
Stock(1)
|
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|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
| |
5,340,939 shares of common stock(2)
|
| |
15.96%
|
|
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
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2,276,236 shares of common stock(3)
|
| |
6.80%
|
|
(1)
|
Based on 33,460,085 outstanding shares of common stock on October 19, 2021.
|
(2)
|
Based on information provided in a Schedule 13G/A filed with the SEC on February 5, 2021 by BlackRock, Inc., a parent holding company.
BlackRock reported that it has sole voting power of 5,251,200 shares and sole dispositive power of 5,340,939 shares.
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(3)
|
Based on information provided in a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group, an investment
adviser. The Vanguard Group reported that it has shared voting power over 72,845 shares, sole dispositive power over 2,176,487 shares and shared dispositive power over 99,749 shares.
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Proxy Statement for 2021 Annual Meeting 81
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Name
|
| |
Shares of
Common
Stock
Owned
Outright (1)
|
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Exercisable
Stock
Options (2)
|
| |
Winnebago
Stock
Units (3)
|
| |
Total Shares
of Common
Stock Owned
Beneficially
|
| |
% of
Common
Stock (4)
|
|
|
Sara E. Armbruster
|
| |
3,599
|
| |
—
|
| |
—
|
| |
3,599
|
| |
(5)
|
|
|
Maria F. Blase
|
| |
7,963
|
| |
—
|
| |
—
|
| |
7,963
|
| |
(5)
|
|
|
Christopher J. Braun
|
| |
19,703
|
| |
—
|
| |
—
|
| |
19,703
|
| |
(5)
|
|
|
Huw S. Bower
|
| |
12,997
|
| |
2,419
|
| |
—
|
| |
15,416
|
| |
(5)
|
|
|
Kevin E. Bryant
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Robert M. Chiusano
|
| |
32,663
|
| |
—
|
| |
27,290
|
| |
59,953
|
| |
(5)
|
|
|
Donald J. Clark
|
| |
656,304
|
| |
—
|
| |
—
|
| |
656,304
|
| |
1.96 %
|
|
|
William C. Fisher
|
| |
21,756
|
| |
—
|
| |
7,851
|
| |
29,607
|
| |
(5)
|
|
|
Michael J. Happe
|
| |
101,403
|
| |
137,979
|
| |
—
|
| |
239,382
|
| |
(5)
|
|
|
Brian D. Hazelton
|
| |
22,259
|
| |
27,779
|
| |
—
|
| |
50,038
|
| |
(5)
|
|
|
Bryan L. Hughes
|
| |
31,489
|
| |
24,702
|
| |
—
|
| |
56,191
|
| |
(5)
|
|
|
David W. Miles
|
| |
14,703
|
| |
—
|
| |
2,858
|
| |
17,561
|
| |
(5)
|
|
|
Richard D. Moss
|
| |
13,103
|
| |
—
|
| |
—
|
| |
13,103
|
| |
(5)
|
|
|
John M. Murabito
|
| |
11,803
|
| |
—
|
| |
—
|
| |
11,803
|
| |
(5)
|
|
|
Jacqueline D. Woods
|
| |
—
|
| |
—
|
| |
235
|
| |
235
|
| |
(5)
|
|
|
Directors and executive officers as a group (19 persons)
|
| |
1,018,781
|
| |
256,223
|
| |
38 ,234
|
| |
1,313,238
|
| |
3.89%
|
|
(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: 7,546 shares for Mr. Happe, 1,316 shares for Mr. Hazelton, 1,711 shares for Mr. Hughes and 4,957 shares in total for all non-NEO executive
officers as a group.
|
(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 19, 2021 (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 33,460,085 outstanding shares of common stock on October 19, 2021.
|
(5)
|
Less than 1%.
|
|
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Proxy Statement for 2021 Annual Meeting 82
|
■
|
Voting by Internet or Telephone. You may vote using the Internet or telephone by following the instructions in the Notice. To vote by the Internet, go to www.proxyvote.com and follow
the instructions to record your vote. To vote by telephone call 1-800-690-6903. To vote by the Internet or telephone, you will need your 16-digit control number included with the Notice.
|
■
|
Voting by Proxy Card. If you
obtained a paper copy of the proxy materials, you may vote by completing, signing, dating and returning the proxy card in the enclosed postage pre-paid envelope.
|
■
|
Voting during the Annual Meeting. You may also vote by attending the Annual Meeting and voting via the online meeting platform. To vote online during the Annual Meeting, you will need your 16-digit control included with the Notice.
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Proxy Statement for 2021 Annual Meeting 83
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■
|
Submitting a new, later-dated proxy by (1) following the Internet voting instructions; (2) following the
telephone voting instructions; or (3) completing, signing, dating and returning a new proxy card;
|
■
|
Giving written notice before the vote to our Secretary, stating that you are revoking your proxy; or
|
■
|
Attending the Annual Meeting and voting via the online voting platform.
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Proxy Statement for 2021 Annual Meeting 84
|
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| |
Proxy Statement for 2021 Annual Meeting 85
|
|
| |
By Order of the Board of Directors
|
|
| |
|
November 1, 2021
|
| |
|
|
| |
Stacy L. Bogart
|
|
| |
Senior Vice President - General Counsel, Secretary and Corporate Responsibility
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Proxy Statement for 2021 Annual Meeting 86
|
1.
|
The Converting Organization is an Iowa corporation, governed by and incorporated under Chapter 490 of the Iowa Statutes.
|
2.
|
The Converted Organization shall be a Minnesota corporation, governed by and incorporated under Chapter 302A of the Minnesota
Statutes.
|
3.
|
The plan of conversion (titled Plan of Reincorporation) is attached hereto as Exhibit A.
|
4.
|
The articles of incorporation attached as Annex A to the plan of conversion shall be the articles of incorporation of the
Converted Organization.
|
5.
|
The conversion provided for herein was approved in compliance with Chapter 490 of the Iowa Statutes (as a domestication of the
Converting Organization into the Converted Organization).
|
6.
|
The conversion provided for herein shall be effective at 12:01 a.m. (Central Time) on January 1, 2022.
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Proxy Statement for 2021 Annual Meeting A-1
|
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| |
WINNEBAGO INDUSTRIES, INC.
(an Iowa corporation)
|
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| |
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| |
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|
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| |
By:
|
| |
|
|||
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| |
|
| |
Name:
|
| |
Stacy L. Bogart
|
|
| |
|
| |
Title:
|
| |
Secretary
|
|
| |
|
| |
Date:
|
| |
December [•], 2021
|
|
| |
Proxy Statement for 2021 Annual Meeting A-2
|
|
| |
Proxy Statement for 2021 Annual Meeting B-1
|
|
| |
Proxy Statement for 2021 Annual Meeting B-2
|
1.
|
The name of the Domesticating Corporation is Winnebago Industries, Inc., and its jurisdiction of formation is the State of Iowa.
|
2.
|
The name of the domesticated corporation is Winnebago Industries, Inc., and its jurisdiction of formation is the State of Minnesota.
|
3.
|
The domestication has been approved pursuant to Sections 490.920-490.924 of the Iowa Business Corporation Act.
|
4.
|
These Articles of Domestication shall be effective at 12:01 a.m. (Central Time) on January 1, 2022.
|
|
| |
Proxy Statement for 2021 Annual Meeting C-1
|
|
| |
WINNEBAGO INDUSTRIES, INC.
|
||||||
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
|
|||
|
| |
|
| |
Name:
|
| |
Stacy L. Bogart
|
|
| |
|
| |
Title:
|
| |
Secretary
|
|
| |
|
| |
Date:
|
| |
December [•], 2021
|
|
| |
Proxy Statement for 2021 Annual Meeting C-2
|
1.
|
Domestication. Pursuant to Sections 490.920-922 of the Iowa Code, the Company shall be domesticated into the Minnesota Company.
|
2.
|
Conversion. Pursuant to Section 302A.682 of the Minnesota Statutes, the Company shall be converted into the Minnesota Company.
The Minnesota Company shall be a corporation governed by Chapter 302A of the Minnesota Statutes.
|
3.
|
Effective Time. The Reincorporation shall be effective at 12:01 a.m. (Central Time) on January 1, 2022 (the “Effective Time”).
|
4.
|
Reclassification and Conversion of Capital Stock. At the Effective Time, each share of common stock of the Company, par value
$0.50 per share, shall, by virtue of the Reincorporation and without any action on the part of any holder thereof, be reclassified and converted into one share of common stock, par value $0.50 per share, of the Minnesota Company.
|
5.
|
Organizational Documents. The articles of incorporation attached as Annex A hereto shall be the articles of
incorporation of the Minnesota Company, and the bylaws attached as Annex B hereto shall be the bylaws of the Minnesota Company.
|
6.
|
Articles of Domestication. In accordance with this Plan of Reincorporation and for the purposes of effecting the domestication
under Iowa law, an officer of the Company shall file articles of domestication with the Iowa Secretary of State subject to and following approval of this Plan of Reincorporation by the shareholders of the Company.
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7.
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Articles of Conversion. In accordance with this Plan of Reincorporation and for the purposes of effecting the conversion under
Minnesota law, an officer of the Company shall file articles of conversion, which articles shall contain a copy of this Plan of Reincorporation, with the Minnesota Secretary of State subject to and following approval of this Plan of
Reincorporation by the shareholders of the Company.
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Proxy Statement for 2021 Annual Meeting D-1
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Proxy Statement for 2021 Annual Meeting E-1
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Proxy Statement for 2021 Annual Meeting E-2
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Proxy Statement for 2021 Annual Meeting E-3
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Proxy Statement for 2021 Annual Meeting E-4
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Proxy Statement for 2021 Annual Meeting E-5
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Proxy Statement for 2021 Annual Meeting E-6
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Proxy Statement for 2021 Annual Meeting E-7
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1 Year Winnebago Industries Chart |
1 Month Winnebago Industries Chart |
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