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): September 10, 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 September 11, 2013, Thor Industries, Inc. (the “Company”) issued a press release announcing that Dominic A. (Dom) Romeo will resign from his position as Senior Vice President and Chief Financial Officer of the Company effective October 1, 2013 to pursue other interests. Mr. Romeo’s departure is amicable and there is no disagreement between Mr. Romeo and the Company.

Mr. Romeo has agreed to act as a consultant to the Company after his resignation becomes effective and will enter into a Consultant Agreement (the “Consultant Agreement” or “Agreement”) with the Company to outline the relationship. Under the Agreement, Mr. Romeo will provide certain consulting services to the Company until October 3, 2014 (the “Term”), unless such Agreement is earlier terminated in accordance with its terms. Mr. Romeo will be provided with compensation in the aggregate amount of $100,000, payable in monthly installments over the consulting period; provided, however, that if Mr. Romeo accepts employment with another business before the end of the Term, this amount will be prorated based on the number of days he has provided services to the Company prior to his acceptance of employment. The Company will also agree to vest 6,282 restricted stock units held by Mr. Romeo upon the expiration of the Term; provided, however, that Mr. Romeo shall forfeit all such restricted stock units in the event that he, prior to the end of the Term, (i) fails to comply with any of the terms of the Consulting Agreement or (ii) accepts any type of employment by any business other than a position as a director on the board of directors of a business that does not compete with the Company. The Company will also reimburse Mr. Romeo for any pre-approved travel or other costs or expenses incurred by him in connection with the performance of the services under the Consulting Agreement. Furthermore, Mr. Romeo will agree to additional terms and conditions as outlined in the Consulting Agreement, including, but not limited to, certain confidentiality, non-solicitation, and non-competition obligations.

On September 11, 2013, the Company further announced that Colleen Zuhl will be appointed its Vice President and Chief Financial Officer, effective October 1, 2013. Mrs. Zuhl, 47, joined the Company in June 2011 and previously served as Vice President and Corporate Controller from February 2013. Prior to her appointment as Vice President and Corporate Controller, Mrs. Zuhl served as the Company’s interim Chief Financial Officer from October 2012 to February 2013, and the Company’s Director of Finance from June 2011 to October 2012. Prior to joining the Company, Mrs. Zuhl served as Chief Financial Officer of All American Group, Inc. (formerly known as Coachmen Industries, Inc.) from August 2006 through June 2011.

Upon the effective date, Mrs. Zuhl will be eligible to receive: (i) an annual base salary of $500,000, (ii) an annual cash performance-based incentive award under the Company's 2010 Equity and Incentive Plan (the "Plan") equal to $150,000 plus 0.075% of the Company's net earnings before taxes (excluding any impairment charges), payable on a quarterly basis, with respect to a prorated first quarter of fiscal 2014 based on the number of days Mrs. Zuhl has served in her new role and for each fiscal quarter thereafter and (iii) an annual performance-based incentive award under the Plan payable in restricted stock units of the Company (the "Performance-Based RSUs") equal to 0.1% of the Company's net earnings before taxes (excluding any impairment charges), payable on an annual basis, with respect to a prorated first quarter of fiscal 2014 based on the number of days Mrs. Zuhl has served in her new role and the second, third and fourth fiscal quarters of fiscal 2014, and for each fiscal year thereafter. The Performance-Based RSUs will vest in three equal annual installments beginning on the first anniversary of the date such RSUs are issued. Mrs. Zuhl will also participate in the compensation and benefit programs generally available to the Company's executive officers. The Company has agreed to provide indemnification to Mrs. Zuhl in accordance with the Company's standard form indemnification agreement for executive officers.

There is no arrangement or understanding between Mrs. Zuhl and any other person pursuant to which she was or is to be selected as an officer. Mrs. Zuhl 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, Mrs. Zuhl has had no direct or indirect material interest in any transaction (excluding employment) or any proposed transaction involving the Company in which the amount involved exceeded or exceeds $120,000.

A copy of the Company's press release announcing Mr. Romeo's resignation and Mrs. Zuhl's appointment as Vice President and Chief Financial Officer is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing description of the Consultant Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1	Copy of press release, dated September 11, 2013, issued by the Company
99.2	Copy of Consultant Agreement to be signed by the Company and Mr. Romeo

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: September 11, 2013	By:	/s/ W. Todd Woelfer
	Name:	W. Todd Woelfer
	Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

Thor Names Colleen Zuhl Chief Financial Officer

ELKHART, Ind., Sept. 11, 2013 /PRNewswire/ -- Thor Industries, Inc. (NYSE:THO) today announced that it has named Colleen Zuhl as Chief Financial Officer effective October 1, 2013. Mrs. Zuhl replaces Dominic Romeo, who will continue to work with Thor on a consulting basis for a variety of projects.

"We would like to thank Dom Romeo for coming out of retirement to assist us in taking significant transformative steps in a condensed time frame that set the foundation for our future growth," said Bob Martin, Thor President and Chief Executive Officer. "Dom's time with us was marked by significant successes of our Company's management team on which Dom played a key role. I personally appreciated his counsel on our strategic objectives. I also appreciate that we will have the ability to continue to work with him."

Mr. Romeo commented, "I truly enjoyed my time as CFO of Thor and am very pleased with what our management team has accomplished. I leave the position knowing that Colleen will maintain the high standards established at Thor and that the Company's experienced finance team will continue its outstanding performance."

Mr. Martin added, "We are pleased that Colleen has agreed to become our new CFO, as she has shown that her years of experience in the RV industry, her technical expertise and leadership skills make her the ideal candidate to maintain our positive momentum within the finance function. I am confident in Colleen's ability to shape the future of our finance group and provide valuable insights to our Board and senior management team."

Mrs. Zuhl, 47, joined Thor in June 2011 and has served in a variety of roles, including Vice President and Corporate Controller as well as Interim Chief Financial Officer from October 2012 through February 2013. The entire finance, accounting and internal audit functions will report to Mrs. Zuhl. Prior to her experience at Thor, Mrs. Zuhl served as Chief Financial Officer for All American Group, Inc. (formerly known as Coachmen Industries, Inc.), which was a publicly traded company. Prior to her tenure at All American Group, Mrs. Zuhl spent more than 15 years at Ernst & Young, LLP, most recently as an audit senior manager. Mrs. Zuhl is a graduate of Hillsdale College with a bachelor's degree in Accounting and Mathematics.

As the Company prepares to file its fiscal 2013 financial statements on Form 10-K, Mr. Romeo and Mrs. Zuhl will share responsibility for the filing, and both will certify the report on behalf of the Company.

In addition to Mrs. Zuhl's appointment as Chief Financial Officer, Thor named Jeff Tryka to the newly created position of Director of Corporate Development and Investor Relations. In this role, Mr. Tryka will be responsible for all interactions with the investment community, including meetings with existing shareholders and potential investors, presentations at investor conferences and incoming inquiries from institutional and individual investors. Mr. Tryka will report directly to Bob Martin, Thor President and Chief Executive Officer.

Mr. Tryka, 43, has been involved in the RV industry for more than a decade, first as an equity analyst in the late 1990s and later as Director of Investor Relations at Coachmen Industries, Inc. He has been serving in the Investor Relations function at Thor on a consulting basis since October 2012. Mr. Tryka holds the Chartered Financial Analyst (CFA) designation and earned an MBA in Finance from the Kelley School of Business at Indiana University and a bachelor's degree in Accounting from Bucknell University.

About Thor Industries, Inc.

Thor is the sole owner of operating subsidiaries that, combined, represent one of the world's largest manufacturers of recreational 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, Director of Corporate Development and Investor Relations, (574) 970-7912, jtryka@thorindustries.com

EX-99.2

CONSULTANT AGREEMENT

September __, 2013

Dear Dom,

This letter agreement (this Agreement) sets forth the terms and conditions whereby you agree to provide certain services (as described on Schedule 1) to Thor Industries, Inc., with offices located at 601 East Beardsley Avenue, Elkhart, Indiana, a Delaware corporation (the Company).

1. Services

1.1 The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement.

1.2 You shall provide to the Company the services set forth on Schedule 1 (the Services).

1.3 The Company shall not control the manner or means by which you perform the Services, including but not limited to the time and place you perform the Services.

1.4 Unless otherwise set forth in Schedule 1, you shall furnish, at your own expense, the equipment, supplies and other materials used to perform the Services. The Company shall provide you with access to its premises and equipment to the extent necessary for the performance of the Services.

1.5 To the extent you perform any Services on the Company's premises or using the Company's equipment, you shall comply with all applicable policies of the Company relating to business and office conduct, health and safety and use of the Company’s facilities, supplies, information technology, equipment, networks and other resources.

2. Term

The term of this Agreement shall commence on October 1, 2013 and shall continue until October 3, 2014, unless earlier terminated in accordance with paragraph 6 (the Term). Any extension of the Term will be subject to mutual written agreement between the parties.

3. Fees and Expenses

3.1 As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay you a fixed fee of One Hundred Thousand Dollars ($100,000.00) (the Fees), payable as set forth on Schedule 1.

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3.2 Upon the expiration of the Term, the Company shall also vest 6,282 restricted stock units (the Restricted Stock Units) held by you, which units are equal to one third of the 18,844 restricted stock units awarded to you as a one-time inception bonus upon your hire; provided, however, that to be eligible for the vesting of the Restricted Stock Units, you must comply with all of the terms of this Agreement. For avoidance of doubt, your failure to comply with any term of this Agreement will result in your forfeiture of the Restricted Stock Units.

3.3 The Company shall be responsible for any pre-approved travel or other costs or expenses incurred by you in connection with the performance of the Services, and shall reimburse you for any such costs or expenses.

4. Relationship of the Parties

4.1 You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company's behalf without the Company's prior written consent. You are not authorized to communicate to anyone, including, but not limited to, financial analysts or investors, on the Company’s behalf without the prior explicit consent of the Company.

4.2 Without limiting paragraph 4.1, you will not be eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest.

5. Confidentiality

5.1 You acknowledge that you will have access to information that is treated as confidential and proprietary by the Company, including, without limitation, the existence and terms of this Agreement, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel or operations of the Company, its affiliates or their suppliers or customers, in each case whether spoken, printed, electronic or in any other form or medium (collectively, the Confidential Information). Any Confidential Information that you develop in connection with the Services, including but not limited to any Deliverables, shall be subject to the terms and conditions of this paragraph. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You shall notify the Company immediately in the event you become aware of any loss or disclosure of any Confidential Information.

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5.2 Confidential Information shall not include information that:

(a) is or becomes generally available to the public other than through your breach of this Agreement;

(b) is communicated to you by a third party that had no confidentiality obligations with respect to such information; or

(c) is required to be disclosed by law, including without limitation, pursuant to the terms of a court order; provided that you have given the Company prior notice of such disclosure and an opportunity to contest such disclosure.

6. Covenants

6.1 Non-Solicitation. You agree that during the Term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement, you shall not make any solicitation to employ the Company's personnel without written consent of the Company to be given or withheld in the Company's sole discretion. For the purposes of this paragraph 6.1, a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement, and the hiring of any such employees or independent contractor who freely responds thereto shall not be a breach of this paragraph 6.1.

6.2 Non-Competition. You agree that during the Term of this Agreement and for a period of twelve (12) months following termination or expiration of this Agreement, you shall not compete with the Company or any of its subsidiaries, or become employed by any business in any capacity that competes with the Company or any of its subsidiaries, within North America. The parties to this Agreement agree that North America is a reasonable geographic territory and the period of time outlined above is a reasonable restriction period for the non-competition obligations of this paragraph 6.2.

6.3 Non-Disparagement. You agree that you will not (nor will you cause or cooperate with others to) publicly criticize, ridicule, disparage or defame the Company or its subsidiaries or their products, services, policies, directors, officers, shareholders, or employees, with or through any written or oral statement or image (including, but not limited to, any statements made via websites, blogs, postings to the internet, or emails and whether or not they are made anonymously or through the use of a pseudonym).

6.4 Outside Inquiries. You agree that you will immediately forward all inquiries, contacts, requests or other forms of communication from any outside parties, including, but not limited to, financial analysts, regulators and investors, relating to the Company, or a subsidiary of the Company, to the Company.

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7. Termination

7.1 The Company may terminate this Agreement, effective upon written notice to you, in the event that you materially breach this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, you do not cure such breach within ten (10) days after receipt of written notice of such breach.

7.2 This Agreement shall automatically terminate upon your acceptance of employment by any other business. Upon termination under this paragraph 7.2, any unpaid Fees shall be prorated based on the number of days you have provided Services for the Company and paid to you on the payment date set forth in Schedule 1 immediately following the date of your acceptance of employment. You shall forfeit any other unpaid Fees due to be paid after the date of your acceptance of employment. You shall also forfeit all Restricted Stock Units if you accept any type of employment by any other business prior to the end of the Term; provided, however, that you shall not forfeit the Restricted Stock Units if you accept a position as a director on the board of directors of any business, public or private, that does not compete with the Company in the RV business. For avoidance of doubt, you will, however, forfeit all Restricted Stock Units if, prior to the end of the Term, you accept a position as a director on the board of directors of any business that competes with the Company in the RV business.

7.3 Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company's written request, you shall promptly:

(a) deliver to the Company all Deliverables (whether complete or incomplete) and all hardware, software, tools, equipment or other materials provided for your use by the Company;

(b) deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information;

(c) permanently erase all of the Confidential Information from your computer systems; and

(d) certify in writing to the Company that you have complied with the requirements of this paragraph.

7.4 The terms and conditions of this paragraph 7.4 and paragraph 4, paragraph 5, paragraph 6, paragraph 7.3, paragraph 8 and paragraph 9 shall survive the expiration or termination of this Agreement.

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8. Assignment

You shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company's prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.

9. Miscellaneous

9.1 This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

9.2 This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.

9.3 This Agreement shall be governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the County of Elkhart, State of Indiana in any legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder.

9.4 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

9.5 This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

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If this letter accurately sets forth our understanding, kindly execute the enclosed copy of this letter and return it to the undersigned.

Very truly yours,

Thor Industries, Inc.

By:

Name:

Title:

ACCEPTED AND AGREED:

Dominic Romeo Date

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SCHEDULE 1

1. SERVICES: to provide support for the Executive Management team of Thor Industries as may reasonably be requested.

2. PAYMENT SCHEDULE: Monthly.

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