8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 11, 2010

Thor Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 1-9235
(Commission File Number) 93-0768752
(IRS Employer Identification No.)

419 West Pike Street,
Jackson Center, Ohio
(Address of Principal Executive Offices) 45334-0629
(Zip Code)

Registrant’s telephone number, including area code: (937) 596-6849

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 15, 2010, Thor Industries Inc. (the “Company”) notified the New York Stock Exchange that it has resolved its present noncompliance with Section 304 of the NYSE Listed Company Manual (“Section 304”) through the appointment of J. Allen Kosowsky to the Board of Directors of the Company (the “Board of Directors”) to fill the vacancy arising from the death of Wade F. B. Thompson, the Company’s former Chairman, President and Chief Executive Officer.

The previously disclosed death of Mr. Thompson resulted in the Company’s classes of directors not being of approximately equal size in accordance with Section 304.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors appointed Mr. Kosowsky as a Director of the Company effective as of March 11, 2010. He will begin serving immediately. Mr. Kosowsky will serve as a Class A Director, filling the vacancy created by the death of Mr. Thompson. Mr. Kosowsky’s term will expire at the Company’s 2011 annual meeting of stockholders. The Board of Directors has not yet appointed Mr. Kosowsky to any committees.

For the past five years, Mr. Kosowsky, an accountant by training, has conducted business through his own advisory firm. The firm provides services that include, but are not limited to, business and intellectual property valuations, forensic accounting and financial analysis and alternative dispute resolutions. Since January 2003 through February 19, 2010, Mr. Kosowsky served as the Chairman of the Board of Directors and Chairman of the Audit Committee for ON2 Technologies Inc., a U.S. based video compression software company, which was recently acquired by Google, Inc.

There is no arrangement or understanding between Mr. Kosowsky and any other persons pursuant to which he was appointed as a Director. Mr. Kosowsky has provided certain consulting services to the Company during the last fiscal year however none of such consulting services and the amounts paid to Mr. Kosowsky require disclosure pursuant to Item 404(a) of Regulation S-K.

Mr. Kosowsky will be entitled to receive a pro rata amount of the annual director compensation payable to the Company’s Directors based upon his time served on the Board. The Company’s current annual director compensation is a cash payment of $170,000, which is payable quarterly.

A copy of the press release announcing Mr. Kosowsky’s appointment as a Director of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective March 11, 2010 and in connection with the appointment of Mr. Kosowsky, the Board of Directors amended the Company’s bylaws in order to permit any director elected to fill a vacancy or a newly created directorship to hold office until the next election of the class for which such director has been chosen and until such director’s successor is elected and qualified.

The foregoing description of the amendment to the Company’s bylaws is qualified in its entirety by reference to the First Amendment to the Bylaws of the Company, dated March 11, 2010 a copy of which is attached to this Current Report on Form 8-K as Exhibit 3(ii) and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit Number	Description
3(ii)	First Amendment to the Bylaws of the Company
99.1	Copy of press release, dated March 15, 2010, issued by the Company

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Thor Industries, Inc.
Date: March 16, 2010	By:	/s/ Christian G. Farman
		Name:	Christian G. Farman
		Title:	Senior Vice President, Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
3(ii)	First Amendment to the Bylaws of the Company
99.1	Copy of press release, dated March 15, 2010, issued by the Company

EX-3.II

Exhibit 3(ii)

FIRST AMENDMENT TO BY-LAWS OF

THOR INDUSTRIES, INC.

     WHEREAS, the By-laws of THOR INDUSTRIES, INC., a Delaware corporation (the “Corporation”), that were adopted by the Board of Directors of the Corporation provide in Article VIII that the By-laws may be adopted, amended or repealed by the Board of Directors; and

     WHEREAS, on March 11, 2010, the Board of Directors of the Corporation approved by unanimous written consent the following amendment to the By-laws:

Section 1. The last sentence of ARTICLE II, SECTION 6, Newly Created Directorships and Vacancies of the Bylaws is deleted and in lieu thereof the following is substituted:

“Any director elected to fill a vacancy or a newly created directorship shall be elected to hold office until the next election of the class for which such director shall have been chosen, and until such director’s successor shall be elected and qualified.”

Section 2. Except as above provided the Board of Directors ratified and confirmed the By-laws of the Corporation.

The undersigned, as Secretary of the Corporation, does hereby certify that this First Amendment to the By-laws of this Corporation was adopted by its Board of Directors effective as of the 11th day of March, 2010.

THOR INDUSTRIES, INC.
By:	/s/ Christian G. Farman
Name:		Christian G. Farman
Title:		Senior Vice President, Treasurer and Chief Financial Officer

EX-99.1

Exhibit 99.1

419 WEST PIKE STREET • P.O. BOX 629 • JACKSON CENTER, OHIO 45334-0629
PHONE 937-596-6849 • FAX 937-596-6539
NEWS RELEASE

Date:	March 15, 2010
Contact:	Peter B. Orthwein or Richard E. Riegel

THOR APPOINTS J. ALLEN KOSOWSKY, CPA, DIRECTOR

At its March 11, 2010, meeting the Board of Directors of Thor Industries, Inc. (NYSE: THO) appointed J. Allen Kosowsky, CPA, to serve as a Director. Mr. Kosowsky, age 62, is a certified public accountant and has served as principal of the accounting firm of J. Allen Kosowsky, CPA, P.C. since 1985. In addition, he has served as Chairman of the Board of Directors and Chairman of the Audit Committee of ON2 Technologies, Inc. from 2003 until its sale to Google, Inc. on February 19^th of this year, when Mr. Kosowsky resigned as a Director.

“Mr. Kosowsky’s experience as a financial expert as well as chairman of the board of a public company will complement and enhance our Board”, commented Peter Orthwein, Thor’s Chairman and Chief Executive Officer.

Thor is the world’s largest manufacturer of recreation vehicles and a major builder of commercial buses.

This release includes certain statements that are “forward looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements involve uncertainties and risks. There can be no assurance that actual results will not differ from our expectations. Factors which could cause materially different results include, among others, additional issues that may arise in connection with the findings of the completed investigation by the Audit Committee of the Board of Directors of Thor Industries, Inc. (the “Company”) and the SEC’s requests for additional information, fuel prices, fuel availability, lower consumer confidence, interest rate increases, tight lending practices, increased material costs, the success of new product introductions, the pace of acquisitions, cost structure improvements, the impact of auction market failures on our liquidity, competition and general economic conditions and the other risks and uncertainties discussed more fully in Item 1A of the Company’s Annual Report on Form 10-K for the year ended July 31, 2009. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this release or to reflect any change in the Company’s expectations after the date of this release or any change in events, conditions or circumstances on which any statement is based except as required by law.