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): December 7, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2010, the Board of Directors (the “Board”) of Thor Industries, Inc. (the “Company”) appointed James L. Ziemer and Andrew E. Graves to serve as independent directors of the Company. Mr. Ziemer will serve as a Class B director whose term will expire at the Company’s 2013 annual meeting of stockholders. Mr. Graves will serve as a Class C director whose term will expire at the Company’s 2012 annual meeting of stockholders.

Mr. Ziemer and Mr. Graves replace Neil D. Chrisman and William C. Tomson as directors of the Company. Mr. Chrisman retired from the Board effective December 7, 2010 and Mr. Tomson’s term as a director expired on December 7, 2010, the date of the Company’s 2010 annual meeting of stockholders. The Board appointed Mr. Ziemer to the Audit Committee of the Company and has not yet appointed Mr. Graves to any Board committees.

Mr. Ziemer is the retired President and Chief Executive Officer of Harley Davidson, Inc. (“Harley Davidson”). Mr. Ziemer joined Harley Davidson in 1969 and held a series of positions in manufacturing, engineering, accounting, parts and accessories, and finance. From 1991 until his election as the Chief Executive Officer of Harley Davidson in 2005, he served as the Chief Financial Officer. Mr. Ziemer is currently a director of Textron, Inc.

Mr. Graves is the President of Brunswick Boat Group (“Brunswick”), a division of the Brunswick Corporation, a New York Stock Exchange company. He has been with Brunswick since 2005. Prior to that, Mr. Graves was President of Dresser Flow Solutions, a maker of flow control products, measurement systems and power systems, from 2003 to 2005, and before that, he was President and Chief Operating Officer of Federal Signal Corporation.

There is no arrangement or understanding between either Mr. Ziemer or Mr. Graves and any other persons pursuant to which either was appointed as a director. Messrs. Ziemer and Graves will be entitled to receive standard compensation payable to the Company’s non-employee directors, which currently consists of an annual cash retainer of $170,000, payable quarterly, plus expenses and additional compensation as may be awarded in the future to the Company’s non-employee directors.

A copy of the press release announcing the appointment of Messrs. Ziemer and Graves as directors of the Company is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2010 annual meeting of stockholders (the “Annual Meeting”) on December 7, 2010. At the Annual Meeting, there were 47,937,963 shares of common stock of the Company present in person or by proxy and entitled to vote. The Company’s stockholders were asked to vote on two proposals: (1) the election of one director and (2) the adoption of the Thor Industries, Inc. 2010 Equity and Incentive Plan (the “Plan”). The results of the stockholder vote are set forth below.

Proposal #1 — Election of Director. The stockholders elected one nominee, Peter B. Orthwein, as a Class B director to hold office until the 2013 annual meeting of stockholders and until his successor is duly elected and qualified.

Votes For	Votes Withheld	Broker Non-Votes
47,338,637	599,326	0

After giving effect to this election and the director appointments described in Item 5.02 of this report: The Class A directors are J. Allen Kosowsky and Jan H. Suwinski; their terms expire at the 2011 annual meeting of stockholders. The Class B directors are Peter B. Orthwein and James L. Ziemer; their terms expire at the 2013 annual meeting of stockholders. The Class C directors are Alan Siegel, Geoffrey A. Thompson and Andrew E. Graves; their terms expire at the 2012 annual meeting of stockholders.

Proposal #2 — Thor Industries, Inc. 2010 Equity and Incentive Plan. The stockholders approved the adoption of the Plan.

Votes For	Votes Against	Abstentions	Broker Non-Votes
36,849,165	11,070,505	18,293	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
	99.1	Copy of press release, dated December 8, 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: December 10, 2010	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:	December 8, 2010
Contact:	Peter B. Orthwein or Richard E. Riegel

THOR ANNOUNCES DIRECTOR RETIREMENTS, APPOINTS NEW INDEPENDENT DIRECTORS

At its regularly scheduled December 7, 2010 meeting, the Board of Directors of Thor Industries, Inc. (NYSE:THO) appointed two new independent directors, James L. Ziemer and Andrew E. Graves. These appointments coincide with the retirement of long-standing board members William C. Tomson and Neil D. Chrisman, also effective at the same meeting.

Mr. Ziemer, age 60, is the retired president and CEO of Harley Davidson, Inc. Mr. Ziemer joined Harley Davidson in 1969 and held a series of positions in manufacturing, engineering, accounting, parts and accessories, and finance. From 1991 until his election as the chief executive officer in 2005, he served as the chief financial officer. Mr. Ziemer is currently a director of Textron, Inc., where he is chairman of the audit committee. He earned an M.B.A. from the University of Wisconsin — Milwaukee.

Mr. Graves, age 51, is the current president of Brunswick Boat Group, the largest pleasure boat company in the world and a division of the Brunswick Corporation, a New York Stock Exchange company. He has been with Brunswick since 2005. Prior to that, Mr. Graves was president of Dresser Flow Solutions, a maker of flow control products, measurement systems and power systems, from 2003 to 2005, and before that, he was president and chief operating officer of Federal Signal Corporation. Mr. Graves earned an M.B.A. from the University of Chicago.

“I am very pleased to announce the appointment of these two exceptionally qualified independent directors whose experience will help guide Thor in the future,” said Peter B. Orthwein, Thor’s Chairman, President and Chief Executive Officer. “I am tremendously grateful to Bill Tomson and Neil Chrisman, who have devoted many years of service to Thor and its shareholders as directors. Neil’s and Bill’s advice and input have been important in making Thor the success it is today,” he continued.

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

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 and the discussion of possible settlement with the SEC relating to the matters raised by the Audit Committee’s investigation, 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, 2010 and Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2010. 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.