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): November 23, 2016
Thor Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of |
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 7.01 | Regulation FD Disclosure. |
On November 23, 2016, Thor Industries, Inc. (the “Company”) issued a press release announcing that the Company is planning to file an amendment to its Omnibus Stock Plan on Monday, November 28, 2016. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In accordance with general instruction B.2 to Form 8-K, the information set forth in Item 7.01 of this Form 8-K (including Exhibit 99.1) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing thereunder or under the Securities Act of 1933, as amended.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number | Description | ||
99.1 | Copy of press release, dated November 23, 2016, 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: November 23, 2016 | By: | /s/ W. Todd Woelfer | ||
Name: | W. Todd Woelfer | |||
Title: | Senior Vice President, General Counsel and Secretary |
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Thor Announces Amended Omnibus Stock Plan
ELKHART, Ind., Nov. 23, 2016 /PRNewswire/ -- Thor Industries, Inc. (NYSE:THO) today announced that the Company is planning to file an amendment to its Omnibus Stock Plan on Monday, November 28, 2016.
On November 22, 2016, Thor received a copy of the Proxy Analysis & Benchmark Policy Voting Recommendations issued by the Institutional Shareholder Services, ("ISS"). In its Recommendations, ISS recommended that the stockholders vote in favor of all of the Items included in the proxy card for the Annual Meeting, except for Item 4 relating to the New Equity Incentive Plan. ISS stated that in its analysis, a provision allowing transfer of nonstatutory stock options could lead to a theoretical transfer to a third-party financial institution without prior shareholder approval.
In addressing the basis for the ISS recommendation, Thor management first notes that no holders of nonstatutory stock options have ever transferred any of their options to a financial institution or requested the plan administrator to approve any such transfer. Further, as of October 31, 2016, no nonstatutory stock options were outstanding, and the Company has no plans to grant additional options. Nevertheless, Thor has no interest nor does it have any intent to allow or permit any transfer of options to any "third-party financial institution" as expressed in the theoretical situation posited by ISS. In recognition of the concerns of shareholders regarding this provision in the Plan, on Monday, November 28, 2016, Thor will be filing an amendment to its Proxy Statement wherein it will present an amended Omnibus Stock Plan (the "Amended Plan"). The Amended Plan will delete the provision of concern identified by ISS and eliminate any potential of a transfer of awards to a third party financial institution without prior shareholder approval.
The Board of Directors recommends that the Shareholders vote "FOR" the approval of the Company's amended 2016 Plan. For any shareholders who have voted against Item 4 and would like to revoke your prior vote and vote in favor of Item 4, you can do so at any time before the polls close at the Annual Meeting by:
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. For more information on the Company and its products, please go to www.thorindustries.com.
This release includes certain statements that are "forward looking" statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, 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 are made based on management's current expectations and beliefs regarding future and anticipated developments and their effects upon Thor Industries, Inc., and inherently involve uncertainties and risks. These forward looking statements are made based on management's current expectations and beliefs regarding future and anticipated developments and their effects upon Thor Industries, Inc., and inherently involve uncertainties and risks. These forward looking statements are not a guarantee of future performance. We cannot assure you that actual results will not differ from our expectations. Factors which could cause materially different results include, among others, raw material and commodity price fluctuations, material or chassis supply restrictions, legislative and regulatory developments, the impact of rising interest rates on our operating results, the costs of compliance with increased governmental regulation, legal and compliance issues including those that may arise in conjunction with recent transactions, 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 and the potential economic impact of rising interest rates, restrictive lending practices, management changes, the success of new product introductions, the pace of obtaining and producing at new production facilities, the pace of acquisitions, the potential loss of existing customers of acquisitions, the integration of new acquisitions, our ability to retain key management personnel of acquired companies, the loss or reduction of sales to key dealers, the availability of delivery personnel, asset impairment charges, cost structure changes, competition, the impact of potential losses under repurchase agreements, the potential impact of the strengthening U.S. dollar on international demand, 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, 2016.
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