STOCKHOLDERS' EQUITY

12 Months Ended

Jul. 31, 2016

STOCKHOLDERS' EQUITY

17.   STOCKHOLDERS’ EQUITY

Treasury Stock

The Company entered into a repurchase agreement, dated May 15, 2015 (the “May 15, 2015 Repurchase Agreement”), to purchase certain shares of its common stock from the Thompson Family Foundation (the “Foundation”) in a private transaction. Pursuant to the terms of the May 15, 2015 Repurchase Agreement, the Company purchased 1,000,000 shares of its common stock at a price of $60.00 per share from the Foundation, and held them as treasury stock, representing an aggregate purchase price of $60,000. The closing price of Thor common stock on May 15, 2015 was $61.29. The Foundation holds shares of common stock of the Company previously owned by the late Wade F. B. Thompson, the Company’s co-founder and former Chief Executive Officer. At the time of the repurchase transaction, Alan Siegel, a member of the board of directors of the Company (the “Board”), served as a director of the Foundation. The repurchase transaction was evaluated and approved by members of the Board who are not affiliated with the Foundation. The transaction was consummated on May 19, 2015, and the Company used available cash to purchase the shares. The number of shares repurchased by the Company represented 1.9% of the Company’s issued and outstanding common stock immediately prior to the repurchase.

Stock-Based Compensation

The Board approved the Thor Industries, Inc. 2010 Equity and Incentive Plan (the “2010 Equity and Incentive Plan”) on October 25, 2010 and the 2006 Equity Incentive Plan (the “2006 Equity Incentive Plan”) on October 16, 2006. These plans were subsequently approved by shareholders at the 2010 and 2006 annual meetings, respectively. These plans are designed, among other things, to replace the Company’s 1999 Stock Option Plan (the “1999 Plan”) and the Company’s 1997 Restricted Stock Plan (the “1997 Plan”). Upon approval of the 2006 Equity Incentive Plan, the 1999 Plan and the 1997 Plan were frozen. As a result, there will be no further grants pursuant to either the 1999 Plan or the 1997 Plan. The maximum number of shares issuable under the 2010 Equity and Incentive Plan is 2,000,000 and the maximum number of shares issuable under the 2006 Equity Incentive Plan is 1,100,000. Remaining shares available to be granted under the 2010 Equity and Incentive Plan are 1,211,385 and under the 2006 Equity Incentive Plan are 30,000 as of July 31, 2016. Awards may be in the form of options (incentive stock options and non-statutory stock options), restricted stock, restricted stock units, performance compensation awards and stock appreciation rights. Options typically expire 10 years from the date of grant and are vested evenly over 3 to 5 years from the date of grant.

Stock Options – A summary of option activity under the 1999 Plan, the 2010 Equity and Incentive Plan and the 2006 Equity Incentive Plan is as follows:

2016

2015

2014

Shares

Weighted- Average Exercise Price

Shares

Weighted- Average Exercise Price

Shares

Weighted- Average Exercise Price

Outstanding at beginning of year

–

$

–

5,000

$

28.23

106,313

$

31.48

Exercised

–

–

(5,000)

28.23

(101,313)

31.64

Forfeited

–

–

–

–

–

–

Expired

–

–

–

–

–

–

Granted

–

–

–

–

–

–

Outstanding at end of year

–

$

–

–

$

–

5,000

$

28.23

Vested and expected to vest at end of year

–

$

–

–

$

–

5,000

$

28.23

Exercisable at end of year

–

$

–

–

$

–

5,000

$

28.23

The aggregate intrinsic value of options outstanding and exercisable as of July 31, 2016, 2015 and 2014 is as follows:

	2016		2015		2014
Aggregate intrinsic value of options outstanding and expected to vest	$	–	$	–	$	124
Aggregate intrinsic value of options exercisable	$	–	$	–	$	124

There were no option grants during fiscal 2016, 2015 or 2014.

In fiscal 2016, 2015 and 2014, the Company recorded no expenses for stock option awards.

Cash received from stock option exercises for fiscal 2016, 2015 and 2014 was $0, $141 and $3,206, respectively. The total intrinsic value of stock options exercised in fiscal 2016, 2015 and 2014 was $0, $168 and $2,597, respectively.

During fiscal 2015, stock options of 5,000 shares were exercised at an aggregate exercise price of $141. During fiscal 2014, stock options of 101,313 shares were exercised at an aggregate exercise price of $3,206. Exercises of options were satisfied with the issuance of new shares from authorized shares.

Restricted Stock Awards – A summary of restricted stock award activity under the 2010 Equity and Incentive Plan for fiscal 2016, 2015 and 2014 is as follows:

	2016				2015				2014
	Shares		Weighted- Average Grant Date Fair Value		Shares		Weighted- Average Grant Date Fair Value		Shares		Weighted- Average Grant Date Fair Value
Nonvested, beginning of year		9,713	$	31.16		13,620	$	31.08		17,530	$	31.03
Granted		–		–		–		–		–		–
Vested		(3,907)		30.87		(3,907)		30.87		(3,910)		30.87
Forfeited		–		–		–		–		–		–
Nonvested, end of year		5,806	$	31.36		9,713	$	31.16		13,620	$	31.08

In fiscal 2016, 2015 and 2014, the Company recorded expense for restricted stock awards under this Plan of $115, $115 and $91, respectively. At July 31, 2016, there was $101 of total unrecognized compensation costs related to restricted stock awards that is expected to be recognized over a weighted-average period of 0.98 years. This restricted stock vests evenly over 5 years from the date of grant.

During fiscal 2013, the Compensation and Development Committee of the Board (“the Committee”) approved a program to award restricted stock units to certain employees at the operating subsidiary and corporate levels. The first awards under this program were granted in the first quarter of fiscal 2013 related to fiscal 2012 performance. Since then, the Committee approved additional awards that were granted in fiscal 2014, 2015 and 2016 related to fiscal year 2013, 2014 and 2015 performance, respectively. The employee restricted stock units generally vest, and shares of common stock will be issued, in equal installments on the first, second and third anniversaries of the date of grant. In fiscal 2014, 2015 and 2016, the Nominating and Governance Committee of the Board awarded restricted stock units to Board members that will vest, and shares of common stock will be issued, on the first anniversary of the date of the grant. The fair value of the employee and Board member restricted stock units is determined using the Company’s stock price on the date of grant. Total expense recognized in fiscal 2016, 2015 and 2014 for these restricted stock unit awards was $9,272, $6,661 and $5,140 respectively.

Restricted Stock Units – A summary of restricted stock unit activity during fiscal 2016, 2015 and 2014 is included below:

	2016				2015				2014
	Restricted Stock Units		Weighted- Average Grant Date Fair Value		Restricted Stock Units		Weighted- Average Grant Date Fair Value		Restricted Stock Units		Weighted- Average Grant Date Fair Value
Nonvested, beginning of year		280,353	$	50.55		212,073	$	49.21		139,275	$	38.06
Granted		181,872		55.37		162,967		50.95		151,168		54.26
Vested		(133,758)		48.73		(90,608)		48.14		(63,852)		38.68
Forfeited		(3,331)		54.18		(4,079)		50.54		(14,518)		47.26
Nonvested, end of year		325,136	$	53.95		280,353	$	50.55		212,073	$	49.21

At July 31, 2016, there was $11,077 of total unrecognized compensation costs related to restricted stock unit awards that is expected to be recognized over a weighted-average period of 2.43 years.

Total non-cash compensation expense recognized for stock option awards, restricted stock awards and restricted stock unit awards in fiscal 2016, 2015 and 2014 was $9,387, $6,776 and $5,231, respectively, which included $0, $0 and $480, respectively, related to discontinued operations.

The Company recognized a tax benefit related to total stock based compensation expense of $3,473, $2,507 and $1,925 in fiscal 2016, 2015 and 2014, respectively.