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 11, 2017

Thor Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-9235	93-0768752
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

601 East Beardsley Avenue, Elkhart, Indiana	46514-3305
(Address of Principal Executive Offices)	(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2017, at the quarterly meeting of the Board of Directors (the “Board”) of Thor Industries, Inc. (the “Company”) held in New York, NY, long-time Board Member Alan Siegel notified the Company of his intention to retire from the Board, effective immediately following the December 12, 2017 annual meeting of the shareholders. Mr. Siegel serves on the Board’s Nominating & Corporate Governance Committee, and his service in that role will also end effective upon his retirement. Mr. Siegel’s notification of his retirement from the Board did not result from a disagreement with the Company, and therefore disclosure under Item 5.02(a) of Form 8-K is not required.

The Board expressed its thanks to Mr. Siegel for his years of service to the Board.

The Board appointed Mr. Christopher J. Klein to fill the directorship position vacated by Mr. Siegel’s retirement. Mr. Klein, who has served as Chief Executive Officer of Fortune Brands Home and Security, Inc. since 2010, shall hold office until the 2018 annual meeting of shareholders. At the time of the appointment, it was not determined whether Mr. Klein would sit on any Board committee.

As part of his compensation, Mr. Klein will receive a grant of 1,000 restricted stock units of the Company pursuant to the Thor Industries, Inc. 2016 Equity and Incentive Plan. The restricted stock units are scheduled to vest on the anniversary date of the grant. Mr. Klein’s annual cash compensation will be $170,000 per year. In addition, the Company expects to enter into an indemnification agreement with Mr. Klein 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. Klein and any other person pursuant to which he was selected as a director of the Company. Mr. Klein has no family relationships with any of the directors or executive officers of the Company. Mr. Klein 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. Klein 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 December 11, 2017, 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 11, 2017	By:	/s/ W. Todd Woelfer
	Name:	W. Todd Woelfer
	Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

Thor Appoints Christopher Klein To Board Of Directors; Alan Siegel Retires After Nearly 35 Years Of Service

ELKHART, Ind., Dec. 11, 2017 /PRNewswire/ -- Thor Industries, Inc. (NYSE:THO) today announced the appointment of Christopher J. Klein, currently Chief Executive Officer of Fortune Brands Home & Security, Inc., to serve on its Board of Directors. Additionally, the Company announced that Alan Siegel retired as a member of its Board after nearly 35 years of service. Both the appointment and retirement are effective December 12, 2017 and maintains the total size of Thor's Board at eight members.

"We are excited to have Chris join 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. "Chris has served as CEO of Fortune Brands Home & Security, Inc. since 2010, and has demonstrated outstanding leadership, as his company has built a record of market outperformance and strong growth. Prior to that, Chris led numerous strategic and corporate development initiatives at Fortune Brands, Inc. His background will further enhance the already strong composition of our Board."

Prior to joining Fortune Brands, Inc., Chris held key strategy and operating positions at Bank One Corporation. Before that, he spent eight years at the consulting firm McKinsey & Company, where he was a partner in the firm's Chicago office. Chris spent his early career in commercial banking, at both ABN AMRO and First Chicago. Chris graduated from the University of Iowa's business school (BBA) and earned his MBA at Northwestern University's Kellogg School of Management.

Mr. Siegel has been a director of Thor since 1983. During that time, he served as Chairman of the Corporate Governance and Nominating Committee. In addition, he was the Company's general counsel for many years.

"Alan has played an invaluable role on our Board over the last thirty-five years," said Orthwein. "His judgment, legal acumen and deep interest in the culture of our company have benefited our organization and our shareholders. While we are sorry he will no longer serve on our board, we are thankful to Alan for his outstanding service to Thor."

About Thor Industries, Inc.
Thor is the sole owner of operating subsidiaries that, combined, represent the world's largest manufacturer 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. These forward looking statements are made based on management's current expectations and beliefs regarding future and anticipated developments and their effects upon Thor, 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, raw material or chassis supply restrictions, the level of warranty claims incurred, legislative, regulatory and tax policy developments, 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, the potential impact of rising interest rates on the general economy and specifically on our dealers and consumers, 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, a shortage of necessary personnel for production, 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 strength of the U.S. dollar on international demand, general economic, market and political conditions and other risks and uncertainties including those discussed more fully in ITEM 1A of our Annual Report on Form 10-K for the year ended July 31, 2017 and Part II, Item 1A of our quarterly report on Form 10-Q for the period ended October 31, 2017.

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: Bruce J. Byots, Senior Director of Investor Relations, (574) 970-7912, bbyots@thorindustries.com