Winnebago Industries, Inc. (NYSE:WGO) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
Winnebago Industries, ("the Company") held its annual meeting of shareholders (the “Annual Meeting”) on December12, 2017. At the Annual Meeting, the Company's shareholders were asked to vote on five proposals: (1)the election of two ClassII directors and two Class III directors, (2)the advisory approval of executive compensation, (3) the approval of the Employee Stock Purchase Plan, (4) the ratification of the appointment of Deloitte& Touche LLP as the Company's independent registered public accountant for the fiscal year ending August25, 2018, and (5) the advisory approval of the frequency of the advisory vote of executive compensation. The results of the shareholder vote are set forth below.
Item 1 – Election of Directors.
Company shareholders elected the following nominees: Richard D. Moss and John M. Murabito as Class II directors to hold office until the annual meeting of shareholders to be held following the Company's 2019 fiscal year or until their respective successors are duly elected and qualified; and William C. Fisher and Michael J. Happe, as ClassIII directors to hold office until the annual meeting of shareholders to be held following the Company's 2020 fiscal year or until their respective successors are duly elected and qualified. Information as to the vote on each director standing for election is provided below:
Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
Richard D. Moss |
23,212,023 |
96,577 |
3,712,297 |
John M. Murabito |
23,201,150 |
107,450 |
3,712,297 |
William C. Fisher |
23,214,020 |
94,580 |
3,712,297 |
Michael J. Happe |
23,209,078 |
99,522 |
3,712,297 |
Item 2 – Advisory Approval Vote on Executive Compensation (the “Say on Pay” Vote).
Company shareholders approved, on an advisory basis, the compensation of certain executives as disclosed in the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures in the definitive proxy statement relating to the Annual Meeting, as set forth below:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
22,963,652 |
203,611 |
141,337 |
3,712,297 |
Item 3 – Approval Vote on the Employee Stock Purchase Plan.
Company shareholders approved the Employee Stock Purchase Plan as disclosed in the Appendix B in the definitive proxy statement relating to the Annual Meeting, as set forth below:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
23,116,524 |
58,908 |
133,168 |
3,712,297 |
Item 4 – Ratification of the Appointment of Independent Registered Public Accountants for the Fiscal Year Ending August25, 2018.
Company shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending August25, 2018, as set forth below:
Votes For |
Votes Against |
Abstentions |
26,512,742 |
372,842 |
135,313 |
Item 5 – Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation (the “Say on Pay”) Vote.
Company shareholders approved, on an advisory basis, the frequency of the advisory vote on executive compensation as set forth below:
1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
18,531,181 |
98,697 |
4,427,156 |
251,566 |
3,712,297 |
Item 5.07 Regulation FD Disclosure, Item 5.07 Other Events.
The Company is filing herewith a press release issued on December13, 2017, as Exhibit 99.1 which is included herein. The press release was issued to report that on December 13, 2017, the Board of Winnebago Industries, Inc. approved a quarterly cash dividend of $0.10 per share of common stock, payable on January 24, 2018 to shareholders of record at the close of business on January 10, 2018.
Item 5.07 Financial Statements and Exhibits.
Exhibit Number |
Description |
News Release of Winnebago Industries, Inc. dated December13, 2017 |
WINNEBAGO INDUSTRIES INC ExhibitEX-99.1 2 exh991pressrelease12-13×17.htm EXH 99.1 2018 Q1 DIVIDEND NEWS RELEASE Exhibit News ReleaseContact: Steve Stuber – Investor Relations – 952-828-8461 – srstuber@wgo.net Media Contact: Sam Jefson – Public Relations Specialist – 641-585-6803 – sjefson@wgo.netWINNEBAGO INDUSTRIES BOARD OF DIRECTORS APPROVE QUARTERLY CASH DIVIDEND OF $0.10 PER SHARE FOREST CITY,…To view the full exhibit click here
About Winnebago Industries, Inc. (NYSE:WGO)
Winnebago Industries, Inc. is a manufacturer of recreation vehicles (RVs) used primarily in leisure travel and outdoor recreation activities. The Company designs, develops, manufactures and markets motorized and towable recreation products along with supporting products and services. Its other products manufactured by the Company consist of original equipment manufacturer (OEM) parts, including extruded aluminum and other component products for other manufacturers and commercial vehicles. The Company offers products under categories, which include motorhomes, towables and other manufactured products. The Company produces all of its motorhomes in vertically integrated manufacturing facilities in Iowa and it produces all travel trailer and fifth wheel trailers in Indiana. The Company operates under the brand, Winnebago. The Company distributes its products primarily through independent dealers throughout the United States and Canada, who then retail the products to the end consumer.