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): August 20, 2012

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.)
419 West Pike Street, Jackson Center, Ohio		45334-0629
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (937) 596-6849

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 Arrangements of Certain Officers.

On August 21, 2012, Thor Industries, Inc. (the “Company”) issued a press release announcing that Richard E. Riegel, III will resign from his position as Senior Group President of the Company effective September 30, 2012 (the “Resignation Date”) to pursue other business interests.

In connection with Mr. Riegel’s resignation, the Company and Mr. Riegel entered into a one year consulting arrangement, the terms of which are memorialized in a letter from the Company dated August 17, 2012 and acknowledged by Mr. Riegel on August 20, 2012 (the “Letter of Understanding”). In accordance with the Letter of Understanding, the Company has agreed to provide Mr. Riegel with (i) compensation in the aggregate amount of $300,000, payable in biweekly or monthly installments over the one year consulting period, (ii) use of his current office in New York City during the one year consulting period, provided that the space is still available to the Company, (iii) reimbursement of unreimbursed reasonable and necessary out-of-pocket business, travel, and entertainment expenses incurred by Mr. Riegel prior to the Resignation Date in the performance of his duties and responsibilities during his employment with the Company (subject to the Company’s policies and procedures for expense verification and documentation), and (iv) the right to elect to continue health and dental insurance coverage under COBRA for a period of up to eighteen (18) months to the extent such coverage is available under the Company’s health plans and provided that Mr. Riegel is eligible and fulfills his coverage obligations. All of Mr. Riegel’s stock options that have vested as of the Resignation Date will be subject to the terms and conditions of the applicable stock option agreements. All of Mr. Riegel’s stock options that have not vested as of the Resignation Date will expire immediately on the Resignation Date. Furthermore, Mr. Riegel has agreed to additional terms and conditions as outlined in the Letter of Understanding, including (i) certain confidentiality obligations and (ii) certain non-compete and non-solicitation obligations during the period from October 1, 2012 to March 31, 2015.

Copies of the Letter of Understanding and the Company’s press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Letter of Understanding, dated August 17, 2012 and acknowledged August 20, 2012
99.2	Copy of press release, dated August 21, 2012, 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: August 21, 2012	By:	/s/ W. Todd Woelfer
	Name:	W. Todd Woelfer
	Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Letter of Understanding, dated August 17, 2012 and acknowledged August 20, 2012
99.2	Copy of press release, dated August 21, 2012, issued by the Company

EX-99.1

Exhibit 99.1

August 17, 2012

Mr. Richard Riegel

Thor Industries, Inc.

230 Park Avenue

Suite 1541

New York NY 10169

Dear Dicky:

This letter confirms our understanding that you have decided to end your employment with Thor Industries, Inc. (“Thor”) on September 30, 2012 to pursue other business interests, but are agreeable to consult with Thor for a period of one year thereafter to ensure an orderly transition of your duties and functions. This letter shall serve to memorialize our understanding regarding your separation from Thor.

In return for providing consulting services to Thor, as Thor may designate from time to time during the period beginning October 1, 2012 and ending September 30, 2013, Thor agrees to compensate you for your services in the aggregate amount of $300,000. Thor will pay you in biweekly or monthly installments for such services. During the one-year consulting period, you will be permitted to use your current office at 230 Park Avenue provided that the space is still available to Thor. In addition, the following terms shall apply:

1. Thor shall reimburse you for unreimbursed reasonable and necessary out-of-pocket business, travel and entertainment expenses incurred by you prior to September 30, 2012 in the performance of your duties and responsibilities during your employment with Thor, subject to Thor’s policies and procedures for expense verification and documentation.

2. All of your stock options that have not vested as of September 30, 2012 will expire immediately on such date. With respect to all of your vested stock options as of September 30, 2012, you will continue to be subject to the terms and conditions of the stock option agreement(s) governing such securities.

3. You will have the right to elect to continue health and dental insurance coverage under COBRA for a period of up to 18 months (to the extent available under Thor’s health

plans) commencing October 1, 2012, provided, that you must timely elect COBRA coverage, timely pay the monthly premium for such COBRA coverage and remain eligible under COBRA for such benefits.

4. You agree that you will not at any time, except with the specific written consent of Thor, either directly or indirectly use, divulge, disclose or communicate to any person in any manner whatsoever, any confidential information or trade secrets of any kind, nature or description concerning any matters affecting or relating to the business of Thor and/or its affiliates (the “Proprietary Information”). You agree that all Proprietary Information shall be and remain the sole property of Thor and/or its affiliates.

5. In consideration of the consulting arrangement provided hereunder, you agree for the period from October 1, 2012 and ending March 31, 2015 not to (i) directly or indirectly, solicit or recruit any individual employed by Thor or its affiliates for the purpose of being employed directly or indirectly by you or by any competitor of Thor on whose behalf you are acting as an agent, representative or employee, or convey any confidential information or trade secrets regarding other employees of Thor or its affiliates to any other person; or (ii) directly or indirectly, influence or attempt to influence customers of Thor or any of its affiliates to direct their business to any competitor of Thor; or (iii) compete with Thor in the recreational vehicle business or the bus business.

We wish you success in your new ventures and thank you for your service to Thor.

Sincerely,

Peter B. Orthwein

PBO/pat

EX-99.2

Exhibit 99.2

419 WEST PIKE STREET • P.O. BOX 629 • JACKSON CENTER, OHIO 45334-0629

PHONE 937-596-6849 • FAX 937-596-7937

NEWS RELEASE

Date: August 21, 2012

Contact: Peter B. Orthwein or Todd Woelfer

RICHARD E. RIEGEL, III TO LEAVE THOR TO ESTABLISH “AIRSTREAM 2 GO,”

A NEW COMPANY RENTING AIRSTREAM PRODUCTS

Thor Industries, Inc. (NYSE: THO) announced today that Richard E. Riegel, III, Senior Group President, has decided to leave the company to found a new business, “Airstream 2 Go, LLC,” which will rent current model Airstream trailers and tow vehicles to consumers and commercial customers. Mr. Riegel’s resignation from Thor takes effect September 30, 2012, after which he will continue in a consulting role for a period of one year.

Announcing the resignation, Peter B. Orthwein, Thor’s Chairman and Chief Executive Officer stated, “On behalf of everyone at Thor Industries and its subsidiaries, I thank Dicky for his dedication and contributions during his tenure with our Company. He served faithfully in a number of key roles, including President & Chief Executive Officer of Airstream and Chief Operating Officer of Thor. We wish Dicky well in all of his future endeavors and look forward to his new company becoming a customer of Thor and Airstream.”

Reflecting on his years with the Company, Mr. Riegel commented, “As I leave Thor, I have tremendous confidence in the future of the Company, given the strength of its corporate and company management teams, outstanding product array, and its enduring business model which has propelled Thor’s growth for over 30 years. That’s a great feeling for me as a continuing Thor shareholder and as a new customer of the company’s Airstream subsidiary in my new business venture. I thank Peter Orthwein and Thor’s board of directors for the myriad opportunities I have enjoyed at Thor over many years and look forward to expanding upon the excellent relationships I have enjoyed throughout Thor and the entire RV industry as I build my new business, Airstream 2 Go. Further details of the new company will emerge in the coming weeks.”

Thor Industries is the world’s largest manufacturer of recreation vehicles and a major builder of commercial buses and ambulances.

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. 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, fuel prices, lower consumer confidence and the level of discretionary consumer spending, interest rate increases, restrictive lending practices, increased material and component costs, recent management changes, the success of new product introductions, the pace of acquisitions, cost structure improvements, competition and general economic 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, 2011 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the period ended April 30, 2012. 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.