0001144204-13-034113.txt : 20130610 0001144204-13-034113.hdr.sgml : 20130610 20130610163256 ACCESSION NUMBER: 0001144204-13-034113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130606 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130610 DATE AS OF CHANGE: 20130610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOR INDUSTRIES INC CENTRAL INDEX KEY: 0000730263 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 930768752 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09235 FILM NUMBER: 13903785 BUSINESS ADDRESS: STREET 1: 601 E. BEARDSLEY AVENUE CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: (574) 970-7460 MAIL ADDRESS: STREET 1: 601 E. BEARDSLEY AVENUE CITY: ELKHART STATE: IN ZIP: 46514 8-K 1 v347461_8k.htm FORM 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): June 6, 2013

 

 

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.)

 

601 East Beardsley Avenue,

Elkhart, Indiana

(Address of Principal Executive Offices)

46514-3305

(Zip Code)

 

Registrant’s telephone number, including area code: (574) 970-7460

 

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:

 

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

 

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

 

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

 

¨ 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 Arrangement of Certain Officers.

 

On June 6, 2013, the Board of Directors of Thor Industries, Inc. (the “Company”) elected Robert W. Martin as Chief Executive Officer of the Company, effective August 1, 2013. In connection with Mr. Martin’s appointment, Peter B. Orthwein will cease to serve as Chief Executive Officer as of such date, but will retain his position as Chairman of the Board of Directors. Mr. Martin will retain his role as President of the Company, but will cease to serve as Chief Operating Officer as of such date.

 

Also on June 6, 2013, the Board of Directors unanimously adopted a resolution increasing the number of directors to eight (8). The Board of Directors then unanimously elected Mr. Martin to fill the newly created directorship. Mr. Martin shall hold office until the next annual meeting of stockholders.

 

Mr. Martin, age 43, has served as President and Chief Operating Officer of the Company since August 1, 2012. Mr. Martin previously served as the Company’s Recreation Vehicle Group President from February 1, 2012, to August 1, 2012. Prior to becoming Recreation Vehicle Group President, Mr. Martin was President of Keystone RV Company, the Company’s largest subsidiary (“Keystone RV”), from January 2010 to January 2012 and Executive Vice President and Chief Operating Officer of Keystone RV from January 2007 to January 2010. Mr. Martin has also held various other positions with Keystone RV, including Vice President of Sales and General Manager of Sales. Prior to joining Keystone RV, Mr. Martin held positions at Coachmen Industries, Inc., a former recreational vehicle and manufactured housing company.

 

In connection with Mr. Martin’s promotion, Mr. Martin will receive a grant of 10,000 shares of restricted stock of the Company pursuant to the Thor Industries, Inc. 2010 Equity and Incentive Plan (the “Plan”). The shares of restricted stock are scheduled to vest as follows (subject to the terms of the applicable award agreement and the Plan): 3,334 shares on October 1, 2014, 3,333 shares on October 1, 2015, and 3,333 shares on October 1, 2016. Mr. Martin’s annual base salary, cash performance-based incentive award, and performance-based incentive award will remain the same and were disclosed in the Company’s Current Report on Form 8-K filed on July 20, 2012.

 

There is no arrangement or understanding between Mr. Martin and any other person pursuant to which he was or is to be selected as an officer or director. Mr. Martin has no family relationships with any of the directors or executive officers of the Company. Since the beginning of the Company’s last fiscal year, Mr. Martin has had no direct or indirect material interest in any transaction (excluding employment) or any proposed transaction involving the Company with a value in excess of $120,000.

 

A copy of the Company’s press release announcing the appointment of Mr. Martin is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

  Exhibit Number   Description
       
  99.1   Copy of press release, dated June 10, 2013, 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: June 10, 2013   By: /s/ W. Todd Woelfer
    Name: W. Todd Woelfer
    Title: Senior Vice President, General Counsel and Secretary

 

 

 EX-99.1 2 v347461_ex99-1.htm EXHIBIT 99.1

Thor Names Martin Chief Executive Officer

ELKHART, Ind., June 10, 2013 /PRNewswire/ -- Thor Industries, Inc. (NYSE:THO) today announced that current President and Chief Operating Officer, Bob Martin, has been appointed Chief Executive Officer, effective August 1, 2013. In addition, Martin has been elected to serve on Thor's Board of Directors, also effective August 1, 2013. Martin, age 43, is succeeding Peter B. Orthwein, who will remain Executive Chairman of the Board of Directors.

A 19-year industry executive, Martin has served in a variety of leadership roles at Thor, including as President of Keystone RV, Thor's largest subsidiary, as well as RV Senior Group President and most recently as President and Chief Operating Officer. All RV Presidents and the Bus Group President will continue reporting directly to Martin in his new role.

"I am pleased to pass on the leadership of Thor to Bob Martin, someone who has a proven track record with both our Company and the RV industry," said Peter B. Orthwein, Thor Chairman. "This transition marks a significant, positive step in our succession plan and I have confidence in the solid management team we have developed over the past several years. We now have excellent depth of talent across our senior management, and I am convinced that Bob's strong relationships with dealers and demonstrated ability make him the right person to lead Thor to the next level of growth, performance and profitability."

About Thor Industries, Inc.
Thor is the sole owner of operating subsidiaries that, combined, represent 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 (the "Exchange Act"). 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, price fluctuations, material or chassis supply restrictions, legislative and regulatory developments, the costs of compliance with increased governmental regulation, legal issues, the potential impact of increased tax burdens on our dealers and retail consumers, lower consumer confidence and the level of discretionary consumer spending, the level of state and federal funding available for transportation, interest rate increases, restrictive lending practices, recent management changes, the success of new product introductions, the pace of acquisitions, asset impairment charges, cost structure improvements, competition and general economic conditions and the other risks and uncertainties discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2012 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the period ended April 30, 2013. We disclaim 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 our 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.



CONTACT: Jeffery A. Tryka, CFA, Investor Relations, (574) 970-7912, jtryka@thorindustries.com