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 30, 2014
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. |
(d) On June 30, 2014, the Board of Directors (the “Board”) of Thor Industries, Inc. (the “Company”) (i) unanimously adopted a resolution increasing the size of the Board from eight (8) persons to nine (9) persons and (ii) appointed Mr. Wilson R. Jones to fill the newly created directorship effective August 1, 2014. Mr. Jones, who has served as President and Chief Operating Officer of Oshkosh Corporation since August 1, 2012, shall hold office until the next annual meeting of stockholders. At the time of appointment, it was not determined whether Mr. Jones would sit on any Board committee.
As part of his compensation, Mr. Jones will receive a grant of 1,000 restricted stock units of the Company pursuant to the Thor Industries, Inc. 2010 Equity and Incentive Plan. The restricted stock units are scheduled to vest on the anniversary date of the grant. Mr. Jones’ annual cash compensation will be $170,000 per year. In addition, the Company expects to enter into an indemnification agreement with Mr. Jones in connection with his appointment to the Board, which is expected to be substantially in the same form as previously filed with the Securities and Exchange Commission.
There is no arrangement or understanding between Mr. Jones and any other person pursuant to which he was selected as a director of the Company. Mr. Jones has no family relationships with any of the directors or executive officers of the Company. Mr. Jones has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointment of Mr. Jones 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 July 7, 2014, 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: July 7, 2014 | By: | /s/ W. Todd Woelfer | |
| Name: | W. Todd Woelfer | ||
| Title: | Senior Vice President, General Counsel and Secretary | ||
Thor Appoints Wilson Jones To Board Of Directors
ELKHART, Ind., July 7, 2014 /PRNewswire/ -- Thor Industries, Inc. (NYSE: THO) today announced the appointment of specialty vehicle industry veteran Wilson R. Jones to serve on its Board of Directors as a Class A Director, effective August 1, 2014. The addition brings the total size of Thor's Board to nine members.
"We are pleased to welcome Wilson Jones to our Board of Directors and we look forward to the valuable experience and perspective he will share with our management team," said Peter B. Orthwein, Thor Executive Chairman. "Wilson has spent much of his nearly four-decade career involved in specialty vehicles, most recently as President and Chief Operating Officer of Oshkosh Corporation. His history of successfully developing new products focused on customer needs, managing cyclical businesses and implementing operational discipline should prove helpful to Thor's Board and management team."
Wilson Jones currently serves as President and Chief Operating Officer of Oshkosh Corporation, a leading designer, manufacturer and marketer of specialty access equipment as well as commercial, fire and emergency vehicles. In his role, Jones leads and directs all aspects of Oshkosh's Access Equipment, Fire & Emergency and Commercial segments, along with the company's Asian operations. Prior to Oshkosh, Jones served in a variety of sales and marketing roles at a number of specialty vehicle manufacturers including Akron Brass Company, fire truck manufacturer Emergency One, Inc., ambulance maker Wheeled Coach and school bus producer Bluebird Body Company. Jones holds a bachelor's degree in Business Administration from the University of North Texas.
"Throughout my career I have been involved in the production, sales and marketing of a broad variety of specialty vehicles and I am looking forward to leveraging that experience to the recreational vehicle industry at Thor," said Wilson Jones. "As a member of Thor's Board, I am eager to share my experience and contribute to Thor as it implements its strategic vision and plans its future."
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 obtaining and producing at new production facilities, the pace of acquisitions, the integration of new acquisitions, the impact of the divestiture of the Company's bus businesses, asset impairment charges, cost structure changes, 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 April 30, 2014. 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