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 14, 2018
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ⃞
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 provided pursuant to Section 13(a) of the Exchange Act. ⃞
Item 5.07 Submission of Matters to a Vote of Security Holders.
Thor Industries, Inc. (the “Company”) held its 2018 annual meeting of shareholders (the “Annual Meeting”) on December 14, 2018. At the Annual Meeting, there were 48,178,040 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 four 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 2019, (3) the approval, on an advisory basis, of the compensation of the Company’s named executive officers, and (4) the declassification of the Board of Directors.
Proposal #1 – Election of Directors. The shareholders elected three nominees, Andrew Graves, Amelia A. Huntington, and Christopher Klein as Class C directors to hold office until the 2019 annual meeting of shareholders and until their respective successors are duly elected and qualified by the following vote:
|
Nominee |
For |
Withheld |
Broker Non-Votes |
||
| Andrew Graves | 42,651,442 | 811,199 | 4,715,399 | ||
| Amelia A. Huntington | 43,036,578 | 426,063 | 4,715,399 | ||
| Christopher Klein | 42,791,357 | 671,284 | 4,715,399 |
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 2019 by the following vote:
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 47,448,171 | 673,299 | 56,570 | 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 |
| 38,533,579 | 4,851,104 | 77,958 | 4,715,399 |
Proposal #4 – Declassification of the Board of Directors. The shareholders elected to declassify the Board of Directors by the following vote:
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 43,305,710 | 80,103 | 76,828 | 4,715,399 |
A copy of the Company’s press release announcing the results of voting 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 | |
|
Copy of press release, dated December 17, 2018, 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 17, 2018 |
By: /s/ W. Todd Woelfer |
|
Name: W. Todd Woelfer |
|
|
Title: Senior Vice President, General Counsel, and Secretary |
Exhibit 36.1
Thor Shareholders Vote to Approve Company Initiatives to Improve Corporate Governance and Board Diversity
ELKHART, Ind.--(BUSINESS WIRE)--December 17, 2018--Thor Industries, Inc. (NYSE:THO) today announced that shareholders approved a number of corporate governance enhancements at the annual meeting of shareholders held on December 14, 2018. Shareholders voted to elect Amelia A. Huntington to the Board of Directors, marking the first female director elected to the Board by the shareholders, which followed her appointment in October. In addition, shareholders approved a proposal to declassify the Board of Directors such that each member of the Board will stand for election each year beginning with the 2019 Annual Meeting.
“We are pleased with the continued progress we have made in improving Thor’s corporate governance and enhancing the diversity of our Board,” commented Peter B. Orthwein, Thor’s Executive Chairman. “Despite her recent tenure, Amy has been a solid addition to our Board of Directors, offering different perspectives that enhance our business and our approach to managing our Company. In addition, the move to declassify our Board will help to enhance our overall governance and alignment of our Board members to our shareholders, which is a long-term goal of our Board.”
At the meeting, 91.2% of the eligible votes were cast in person or by proxy for the election of three directors, the ratification of Thor’s Independent Registered Public Accounting Firm, the advisory vote on executive compensation, and the vote on declassification of the Board of Directors. Based on the votes cast, all of the directors up for election were elected and all of the proposals passed.
On Proposal 1, approximately 88.5% of votes cast were for the election of Andrew Graves as director, approximately 89.3% of votes cast were for the election of Amelia A. Huntington as director, and approximately 88.8% of votes cast were for the election of Christopher Klein as director. On Proposal 2, the ratification of Deloitte & Touche LLP as Thor’s Independent Registered Public Accounting Firm, approximately 98.5% of votes cast were for the proposal. On Proposal 3, the advisory vote to approve the compensation of Thor’s named executive officers, approximately 80.0% of votes cast were for the proposal. On Proposal 4, the vote on declassification of the Board of Directors, approximately 89.9% of votes cast were for the proposal.
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.
Forward Looking Statements
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 materially from our
expectations. Factors which could cause materially different results
include, among others, raw material and commodity price fluctuations;
raw material, commodity or chassis supply restrictions; the impact of
tariffs on material or other input costs; the level and magnitude of
warranty claims incurred; legislative, regulatory and tax law and/or
policy developments including their potential impact on our dealers and
their retail customers or on our suppliers; the costs of compliance with
governmental regulation; legal and compliance issues including those
that may arise in conjunction with recently completed or announced
transactions; lower consumer confidence and the level of discretionary
consumer spending; interest rate fluctuations; the potential impact of
interest rate fluctuations on the general economy and specifically on
our dealers and consumers; restrictive lending practices; management
changes; the success of new and existing products and services; consumer
preferences; the ability to efficiently utilize production facilities;
the pace of acquisitions and the successful closing, integration and
financial impact thereof; the potential loss of existing customers of
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; disruption of the delivery of units
to dealers; increasing costs for freight and transportation; 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 changes to investment and
capital allocation strategies or other facets of our strategic plan.
Additional risks and uncertainties surrounding the acquisition of Erwin
Hymer Group SE (the "Erwin Hymer Group") include risks regarding the
anticipated timing of the closing of the acquisition, the potential
benefits of the proposed acquisition and the anticipated operating
synergies, the satisfaction of the conditions to closing the acquisition
in the anticipated timeframe or at all, the integration of the business,
changes in Euro-U.S. dollar exchange rates that could impact the
mark-to-market value of outstanding derivative instruments, the impact
of exchange rate fluctuations and unknown or understated liabilities
related to the acquisition and Erwin Hymer Group's business. These and
other risks and uncertainties are discussed more fully in Item 1A of our
Annual Report on Form 10-K for the year ended July 31, 2018 and Part II,
Item 1A of our quarterly report on Form 10-Q for the period ended
October 31, 2018.
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 hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law.
CONTACT:
Mark Trinske
Vice President of Investor Relations
(574)
970-7912
mtrinske@thorindustries.com