0001144204-13-066562.txt : 20131210 0001144204-13-066562.hdr.sgml : 20131210 20131210163229 ACCESSION NUMBER: 0001144204-13-066562 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131210 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131210 DATE AS OF CHANGE: 20131210 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: 131268755 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 v362682_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): December 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 5.07 Submission of Matters to a Vote of Security Holders.

 

Thor Industries, Inc. (the “Company”) held its 2013 annual meeting of shareholders (the “Annual Meeting”) on December 10, 2013. At the Annual Meeting, there were 50,236,953 shares of common stock of the Company present in person or by proxy and entitled to vote. The Company’s shareholders were asked to vote on three proposals: (1) the election of three directors, (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2014, and (3) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.

 

Proposal #1 – Election of Directors. The shareholders elected three nominees, Peter B. Orthwein, James L. Ziemer, and Robert W. Martin, as Class B directors to hold office until the 2016 annual meeting of shareholders and until their respective successors are duly elected and qualified, by the following vote:

 

Nominee  For   Withheld   Broker Non-Votes 
Peter B. Orthwein   46,748,895    1,197,121    2,290,937 
James L. Ziemer   47,543,006    403,010    2,290,937 
Robert W. Martin   47,701,635    244,381    2,290,937 

 

The Class A directors are J. Allen Kosowsky and Jan H. Suwinski; their terms expire at the 2014 annual meeting of shareholders. The Class C directors are Andrew E. Graves, Alan Siegel, and Geoffrey A. Thompson; their terms expire at the 2015 annual meeting of shareholders.

 

Proposal #2 – Ratification of Deloitte & Touche LLP. The shareholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2014, by the following vote:

 

For Against Abstentions Broker Non-Votes
49,315,899 916,334 4,720 0

 

Proposal #3 – Advisory Vote to Approve Compensation of Named Executive Officers. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following vote:

 

For Against Abstentions Broker Non-Votes
47,525,268 358,576 62,172 2,290,937

 

Item 8.01 Other Events.

 

On December 10, 2013, the Board of Directors (the "Board") of the Company declared a regular cash dividend of $0.23 per share of common stock, payable on January 14, 2014, to shareholders of record at the close of business on December 27, 2013.

 

Also on December 10, 2013, the Board appointed Jan H. Suwinski, who has served as a director on the Board since 1999, as the Board's lead independent director.  Mr. Suwinski succeeds Geoffrey A. Thompson, who will continue in his role as a director on the Board. 

 

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

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

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

 

 

 

 EX-99.1 2 v362682_ex99-1.htm EXHIBIT 99.1

Thor Announces Regular Quarterly Dividend

ELKHART, Ind., Dec. 10, 2013 /PRNewswire/ -- Thor Industries, Inc. (NYSE: THO) today announced that its Board of Directors approved, at their December 10, 2013 meeting, the payment of a regular quarterly dividend of $0.23 per share.

The regular dividend is payable on January 14, 2014 to shareholders of record at the close of business on December 27, 2013.

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.

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, interest rate fluctuations, restrictive lending practices, recent management changes, the success of new product introductions, the pace of acquisitions, the impact of the divestiture of the Company's bus businesses, asset impairment charges, cost structure improvements, competition, general economic, market and political 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, 2013 and Part II, Item 1A of our quarterly report on Form 10-Q for the period ended October 31, 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