UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒
Filed by party other than the Registrant  ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to Section 240.14a-12

 

WINNEBAGO INDUSTRIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	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.
	1)	Amount previously paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing party:
	4)	Date filed:

Supplement to Definitive Proxy Statement for Annual Meeting of Shareholders to be held December 15, 2020

This proxy statement supplement (the “Proxy Supplement”) updates and amends our definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on November 2, 2020 regarding the 2020 Annual Meeting of Shareholders of Winnebago Industries, Inc. (the “Annual Meeting”) to be held on December 15, 2020 at 4:00 p.m. Central Standard Time via live webcast at www.virtualshareholdermeeting.com/WGO2020. As a reminder, to participate in the virtual meeting, shareholders must enter the 16-digit control number included with the Notice of Internet Availability of Proxy Materials or proxy card. Instructions on how to attend and participate in the Annual Meeting via the webcast are posted on the meeting website as well.

Except as updated or supplemented by this Proxy Supplement, all information set forth in the Proxy Statement remains unchanged and should be considered in casting your vote by proxy or in person at the Annual Meeting.

The purpose of this Proxy Supplement is to update the Proxy Statement to inform you that the New York Stock Exchange has classified Proposal 4, the proposal to amend the Company’s Articles of Incorporation to increase the Company’s authorized common stock, as a “routine” matter. Page vi of the Proxy Statement stated that brokers would not have discretionary voting authority. However, as a result of the classification of the proposal as “routine” by the NYSE, you are advised that brokers will have discretionary voting authority to vote your shares on Proposal 4 without having received voting instructions from you.

This Proxy Supplement does not change the proposals to be acted upon at the Annual Meeting, which are described in the Proxy Statement. If you have already submitted your proxy, you do not need to take any action unless you wish to change your vote.

By Order of the Board of Directors

 

Stacy L. Bogart

Senior Vice President, General Counsel, Secretary and Corporate Responsibility

Eden Prairie, MN

November 18, 2020