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): January 14, 2013

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 January 16, 2013, Thor Industries, Inc. (the “Company”) issued a press release announcing that Mr. Dominic A. (Dom) Romeo will become its Senior Vice President and Chief Financial Officer, effective February 4, 2013.

Mr. Romeo, age 53, served as Vice President and Chief Financial Officer of IDEX Corporation from 2004 to 2011. Prior to that, he served as Vice President – Chief Financial Officer of Honeywell Aerospace, a segment of Honeywell International, from 2001 to 2004. From 1999 to 2001, Mr. Romeo served as Vice President – Chief Financial Officer of Engines, Systems and Services, a segment of Honeywell International. Mr. Romeo holds a B.A. in both Accounting and Business Administration from Manchester College.

Colleen Zuhl, who served as the Company’s Interim Chief Financial Officer during the search process, has been promoted from her previous title of Director of Finance to Vice President and Corporate Controller, effective February 4, 2013.

The terms of Mr. Romeo’s employment are set forth in the Company’s employment offer letter dated January 11, 2013 (the “Offer Letter”). Mr. Romeo will be eligible to receive: (i) an annual base salary of $650,000, (ii) a one-time inception bonus equal to $750,000 of restricted stock units of the Company (the “Bonus RSUs”) under the Company’s 2010 Equity and Incentive Plan (the “Plan”), (iii) an annual cash performance-based incentive award under the Plan equal to $300,000 plus .15% of the Company’s net earnings before taxes, payable on a quarterly basis, with respect to the third and fourth quarters of fiscal 2013 and for each fiscal quarter thereafter and (iv) an annual performance-based incentive award under the Plan payable in restricted stock units of the Company (the “Performance-Based RSUs”) equal to 0.3% of the Company’s net earnings before taxes, payable on an annual basis, with respect to the third and fourth fiscal quarters of fiscal 2013 and for each fiscal year thereafter. The Bonus RSUs will vest in three equal annual installments beginning in or about October of 2013. The Performance-Based RSUs will vest in three equal annual installments beginning on the first anniversary of the date such RSUs are issued. Mr. Romeo will also participate in the compensation and benefit programs generally available to the Company’s executive officers. The Company has agreed to provide indemnification to Mr. Romeo in accordance with the Company’s standard form indemnification agreement for executive officers.

There is no arrangement or understanding between Mr. Romeo and any other person pursuant to which he was or is to be selected as an officer. Mr. Romeo has no family relationships with any of the directors or executive officers of the Company. Since the beginning of the Company’s last fiscal year, Mr. Romeo has had no direct or indirect material interest in any transaction or any proposed transaction involving the Company worth more than $120,000.

A copy of the Offer Letter and the Company’s press release announcing the appointment of Mr. Romeo are attached as Exhibit 10.1 and Exhibit 99.1 hereto, respectively, and incorporated herein by reference. The foregoing summary of the Offer Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the Offer Letter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Employment offer letter, dated January 11, 2013, from the Company to Dom Romeo
99.1	Copy of press release, dated January 16, 2013, 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: January 16, 2013	By:	/s/ W. Todd Woelfer
	Name:	W. Todd Woelfer
	Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment offer letter, dated January 11, 2013, from the Company to Dom Romeo
99.1	Copy of press release, dated January 16, 2013, issued by the Company

EX-10.1

Exhibit 10.1

January 11, 2013

Mr. Dominic A. Romeo, CPA

381 Belle Foret Drive

Lake Bluff, IL 60044

Dear Dom:

On behalf of Thor Industries, Inc., I am pleased to make this offer to you to be our Chief Financial Officer. Through the interview process our management team and Board of Directors have unanimously determined you to be an excellent fit at Thor. As I am certain you discussed in many of your interviews, “fit” is a term of significant meaning to Thor. We have carefully crafted our management team to position our Company to continue on its path of success for the long term. I am confident that your knowledge, skills and experience will be among our most valued assets.

Should you accept our offer, the terms of your employment shall be as follows:

Salary: Annual gross salary of $650,000, paid in biweekly installments.

Inception Bonus: A one-time inception bonus equal to $750,000 of restricted stock units (“RSUs”) that will vest in three annual installments with the first occurring in or about October of 2013. This award is subject to the terms outlined in Exhibit A to this Letter.

Non-equity Incentive Performance Bonus: Annual non-equity incentive compensation equal to $300,000 plus .15% of the Company’s net earnings before taxes. Based on your anticipated start time of February 1, 2013, our forecast indicates that the incentive bonus payable in two quarterly installments after the quarters ending in April and July respectively will be approximately $354,000. For our 2014 Fiscal Year, the estimated non-equity incentive award at $300,000 plus .15% of net profit before taxes is equal to approximately $656,000. Of course, these numbers as well as all other estimates contained in this letter are based on forecasts and the actual results may differ.

Equity Incentive Bonus: Annual RSU award equal to .3% of the Company’s NBT subject to the vesting schedule and terms outlined in Exhibit A to this Letter. Based on your anticipated start time, our forecast indicates that the incentive bonus payable in two quarterly installments after the quarters ending in April and July respectively will be approximately $408,000. For our 2014 Fiscal Year, the estimated equity incentive award at .3% of net profit before taxes is equal to approximately $712,000. Of course, these numbers are based on forecasts and the actual results may differ.

Mr. Dominic A. Romeo

January 11, 2013

Page Two

Dom, based on our current forecasts, your aggregate compensation would be as follows:

Six Months ending July 31, 2013
Sign On Bonus awarded in RSUs:	$	750,000
Cash Compensation comprised of salary and incentive bonus:	$	679,000
Equity Incentive awarded in RSUs:	$	408,000
Fiscal year 2014 (ending July 31, 2014)
Cash Compensation:	$	1,306,000
RSUs	$	712,000

In addition to your compensation, Thor provides a very competitive benefits package for its eligible employees. Employees may participate in Thor’s health insurance benefits (medical, dental and vision), life insurance, and short term and long term disability plans. With this letter, I am enclosing booklet that outlines the Company’s benefit plans. Of course, the plans are subject to change based on what management and our Board deem to be in the best interests of the Company and our shareholders.

Additional terms and conditions of this offer relating to Section 409A of the Internal Revenue Code are set forth in the enclosed Exhibit B.

As an officer of the Company, you would be covered by the Company’s D & O policy and would receive additional indemnity from the Company.

The position calls for you to work out of Elkhart, Indiana. The Company is proud of the newly renovated office building located on the St. Joseph River in downtown Elkhart that we will occupy in March of this year. I am certain that you will find that the new office will offer a great environment for our corporate team.

Our offer is contingent upon us reaching a mutually satisfactory resolution to your ownership in Nexus RV.

Upon your acceptance of this offer, this letter, together with the other documents referred to herein, contains the entire agreement between you and the Company with respect to your employment and supersedes all prior agreements and understandings, oral or written, between the parties. This letter may not be amended orally.

This offer of at-will employment is made subject to the laws of the State of Indiana. This letter shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to conflicts of law principles.

Mr. Dominic A. Romeo

January 11, 2013

Page Three

I welcome the opportunity to discuss the terms of this offer with you. My office phone number is 203-661-1333 and my cell phone number is 203-461-5201.

Dom, I very much look forward to welcoming you to our management team. Please acknowledge your assent and agreement to the terms of this letter by signing in the space provided below and returning the same to my attention.

Sincerely,

/s/ Peter B. Orthwein

Peter B. Orthwein

Chairman and Chief Executive Officer

Agreed to and accepted on this 14^th day of January, 2013.

/s/ Dominic Romeo

Dominic Romeo

EXHIBIT A TO ROMEO OFFER LETTER

Vesting Period

The award will vest over a three (3) year period in equal annual installments typically beginning on the first anniversary of the award grant. Please note, if you leave the Thor family of companies for any reason, except as noted below, you forfeit all rights to any unvested units.

Tax Implication

At Vesting: Under normal federal income tax rules, an employee receiving a Restricted Stock Unit is not taxed at the time the grant is made. Instead, the employee is taxed at vesting. The amount subject to tax is the market value of the stock on the vesting date. The IRS treats this as ordinary income as of the vesting date. You may choose to consult with your tax advisor on the tax implications of your award.

At Sale: If shares received upon vesting are later sold, then any gain or loss on sale of shares (i.e. post-vesting share price appreciation/depreciation) is taxable as short- or long-term capital gain, depending on how long the stock has been held.

Paying Income Tax on Restricted Stock via Net Shares

Computershare Stock Plan Services will administer the plan, which includes an annual statement and processing income tax withholding through net shares.

Net shares is a process through which the appropriate number of shares are withheld at vesting in order to cover an employee’s tax withholding obligation. At the time of vesting, you will receive the number of shares vested less the number of shares withheld for tax purposes. This process is designed to alleviate the tax impact on the employee by avoiding or minimizing the employee’s tax liability associated with the award.

Recoupment Provision

Thor has established a recoupment provision that applies to all forms of incentive compensation paid to employees of Thor and each operating company. This policy will have a three (3) year look back period during which any incentive compensation that was paid within that three (3) year period that was based on what are subsequently determined to be erroneous financial statements specific to Thor, must be repaid to Thor if and only if (1) the erroneous financial statements of Thor were, in whole or in part, the basis for the incentive compensation that was paid and (2) the erroneous financial statements resulted in an amount of incentive compensation being paid to a recipient that would not have been payable if the financial statements had not been erroneous. Under this policy, only the portion of incentive compensation which is subsequently determined to have been paid based upon an error in the financial statements will be subject to the repayment obligations of the policy.

Dividends

Dividends will not be earned on unvested shares. However, once the shares vest and are issued to you, dividends will be paid as announced by the Company from time to time.

Retirement Eligibility

In the event you are planning to retire, Thor’s Compensation and Development Committee will address unvested restricted units and provide you additional details.

EXHIBIT B TO ROMEO OFFER LETTER

This letter is intended to be interpreted and applied so that the payments and benefits set forth herein shall either be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or shall comply with the requirements of Section 409A and shall be interpreted accordingly.

To the extent necessary to avoid imposition of any additional tax or interest penalties under Section 409A (such tax and interest penalties, a “Section 409A Tax”), notwithstanding the timing of payment provided in any other section of this letter, the timing of any payment, distribution or benefit pursuant to this letter shall be subject to a six (6)-month delay in a manner consistent with Section 409A(a)(2)(B)(i); provided, that. if you die during such six (6)-month period, any such delayed payments shall not be further delayed, and shall be immediately payable to your devisee, legatee or other designee or, should there be no such designee, to your estate.

Each payment under this letter (including any installment payments) shall be treated as a separate payment for purposes of Section 409A.

All expenses or other reimbursements paid pursuant to this letter shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred.

EX-99.1

Exhibit 99.1

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

PHONE 574-970-7912

N E W S R E L E A S E

Date:	January 16, 2013
Contact:	Peter B. Orthwein or Jeffery A. Tryka, CFA

THOR NAMES DOMINIC ROMEO CHIEF FINANCIAL OFFICER

Thor Industries, Inc. (NYSE:THO) today announced that it has named Dominic Romeo as Senior Vice President and Chief Financial Officer effective February 4, 2013. Mr. Romeo has extensive experience in a variety of senior financial functions, having served most recently as Vice President and Chief Financial Officer of publicly traded IDEX Corporation, a $2 billion diversified international manufacturer. During his seven-year tenure IDEX more than doubled both revenues and earnings.

Mr. Romeo began his career as an audit manager and CPA with PricewaterhouseCoopers (PwC) in South Bend, Indiana. He went on to hold key positions with General Electric and AlliedSignal, Inc., and later Honeywell where he served in a number of roles over his nine year tenure, including Vice President and Chief Financial Officer of Honeywell Aerospace, a $10 billion business. Mr. Romeo’s board affiliations include Federal Signal Corporation and GSI Group.

The Company also announced the promotion of Colleen Zuhl to Vice President and Corporate Controller effective February 4, 2013. Mrs. Zuhl has served as interim Chief Financial Officer since October 15, 2012, having previously served as Director of Finance. In Mrs. Zuhl’s new role as Corporate Controller, all of Thor’s corporate finance and accounting functions will report to her.

“We are excited to welcome Dominic Romeo to the Thor family,” commented Peter B. Orthwein, Thor Chairman and Chief Executive Officer. “Dom has a proven track record of success in several high-profile positions with companies in both the private and public sectors, and he brings the talent, skills and experience that will enable him to assume a leadership role at Thor, both in corporate finance and business strategy. He also has a long history of working effectively with senior operating executives, which will complement the Thor structure very well. I am certain that Dom will be successful in his new role as we welcome him back to northern Indiana.”

Commenting on his new appointment, Mr. Romeo noted his excitement to be moving back to the area, given his boyhood roots in northern Indiana where he still maintains a residence. Mr. Romeo will report directly to Peter B. Orthwein, Thor’s Chairman and Chief Executive Officer.

Commenting on Mrs. Zuhl’s promotion, Mr. Orthwein added, “We are very fortunate to have Colleen on our finance team as she has played an integral role in this transition as interim CFO. We appreciate her service, and I am confident she will have continued success in her new role as Corporate Controller.”

Thor is the sole owner of operating subsidiaries that, combined, represent the world’s largest manufacturer of recreational vehicles and is 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, 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 increases, restrictive lending practices, 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, 2012 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the period ended October 31, 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.