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): November 30, 2021

THOR Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (Par value $.10 Per Share)	THO	New York Stock Exchange

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 ☐

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. ☐

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

On November 30, 2021, W. Todd Woelfer was appointed Senior Vice President and Chief Operating Officer of THOR Industries, Inc. (the “Company”).  Mr. Woelfer, 54, joined the Company in August of 2012, and, prior to November 30, 2021, served as Senior Vice President, General Counsel, and Corporate Secretary. Prior to joining the Company, Mr. Woelfer served as managing partner of May Oberfell Lorber where his practice focused on advising corporate clients. From May of 2007 through May of 2010, Mr. Woelfer served as General Counsel to All American Group, Inc. (formerly known as Coachmen Industries, Inc.), then a recreational vehicle and manufactured housing company listed on the NYSE.

Mr. Woelfer will earn the same base salary and will continue to participate in the Company's bonus and incentive programs for senior officers, which consist of equity and non-equity incentive plan awards which are based on percentages of adjusted pre-tax profits of the Company as determined by the Compensation and Development Committee of the Board of Directors.  Certain of these awards will be subject to multi-year performance conditions established by the Committee.

The Company is unaware of any arrangements or understandings between Mr. Woelfer and any other person pursuant to which he was selected as an officer of the Company.  Mr. Woelfer 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.  There are no family relationships between Mr. Woelfer and any other director or executive officer of the Company.

Trevor Gasper has been appointed as Vice President, General Counsel and Corporate Secretary of the Company to fill the position vacated by Mr. Woelfer.

A copy of the Company’s press release announcing the appointments of Mr. Woelfer and Mr. Gasper 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	Press release, dated December 1, 2021, issued by the Company
	104	Cover Page Interactive Date File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

	THOR INDUSTRIES, INC.
Date	December 1, 2021		/s/ W. Todd Woelfer
		Name:	W. Todd Woelfer
		Title:	Senior Vice President and Chief Operating Officer

EX-99.1

Exhibit 99.1

THOR Industries Announces The Promotions Of Todd Woelfer To SVP & Chief Operating Officer And Trevor Gasper To Vice President, General Counsel, And Secretary

ELKHART, Ind., Dec. 1, 2021 /PRNewswire/ -- THOR Industries, Inc. (NYSE: THO) is pleased to announce the promotion of Todd Woelfer to SVP & Chief Operating Officer. Mr. Woelfer joined THOR in 2012 and has served in a number of roles during his time with the Company including General Counsel. As COO, Mr. Woelfer will lead a number of corporate initiatives including THOR's innovation and data strategies, marketing, corporate sustainability and responsibility (ESG), maximizing performance and synergies from existing and future acquisitions, and will lead corporate strategic initiatives.

"Todd has been our General Counsel but for years he has been instrumental in our enterprise operations, including in key areas such as our M & A activity, innovation, and a number of other key initiatives that drive our global strategy. From the time he started with us, his passion for our growth strategy created a broad range of responsibilities. The number of strategic mission critical items that we manage at corporate have grown tremendously since 2012, when our current management team started together, and our consolidated net revenue was a little over $2 billion, to fiscal 2021 when our net revenue was over $12 billion. When we considered our future strategic journey over the next 5 to 10 years, our management team realized we needed a key manager dedicated to these crucial initiatives. Todd was quickly identified as the right leader for this important role. While he understands the importance of our strategic initiatives and is often a key leader in developing them, he also understands the strategic value of THOR's highly decentralized business model, the crucial importance of our dealer relations, and our focus on the retail customer experience. In many ways, this is an announcement and acknowledgement of a role that Todd has grown into at THOR," explained Bob Martin, President and Chief Executive Officer at THOR.

"This is an exciting opportunity for me at an incredibly important time for our Company. I'm a firm believer in THOR's decentralized business model that has proven to be the not so secret sauce to our success. That will never change. Our management teams and hard-working team members at our operating companies are the key to our success. It's a time of significant disruption and transformation in many industries and in the RV Industry in particular. This presents incredible opportunity for THOR. As we focus on delivering our industry leading products to our dealers and retail customers, we have to think today about how we continue to lead in the future. That is what this role is all about. My acceptance of this role was based in large part on my knowledge that Bob will continue to lead our Company throughout the remainder of my career. His visionary leadership is what has transformed this Company into an international market leader. I very much look forward to years of continued success and growth with our leadership team led by Bob and including both Colleen (Zuhl, Chief Financial Officer), and Ken (Julian, SVP Administration / HR)," added Woelfer.

Simultaneously, the Company announced the promotion of Trevor Gasper to Vice President, General Counsel, and Secretary. Gasper joined the Company in 2017 after 12 years at a private firm where his practice focused on representing RV manufacturers, including THOR.

"Trevor has established himself as a key leader for our legal team as well as the Corporate management team. He has also served in a lead role in all major M&A transactions since joining THOR. Trevor understands the challenges of balancing the deliverables of a legal team with our business needs and is a great steward of our brand and reputation." Offered Woelfer in announcing the promotion. "THOR's legal team strives to be a value-add to our business. Under Trevor's leadership, I'm very confident in the team's continued ability to deliver value throughout the organization."

About THOR Industries, Inc.

THOR Industries 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: the extent and impact from the continuation of the COVID-19 pandemic, along with the responses to contain the spread of the virus, or its variants, by various governmental entities or other actors, which may have negative effects on retail customer demand, our independent dealers, our supply chain, our labor force, our production or other aspects of our business; the ability to ramp production up or down quickly in response to rapid changes in demand while also managing costs and market share; the effect of raw material and commodity price fluctuations, and/or raw material, commodity or chassis supply constraints; the dependence on a small group of suppliers for certain components used in production; the level and magnitude of warranty and recall claims incurred; the ability of our suppliers to financially support any defects in their products; 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; public perception of and the costs related to environmental, social and governance matters; legal and compliance issues including those that may arise in conjunction with recently completed transactions; lower consumer confidence and the level of discretionary consumer spending; interest rate fluctuations and their potential impact on the general economy and, specifically, on our dealers and consumers; the impact of exchange rate fluctuations; restrictive lending practices which could negatively impact our independent dealers and/or retail consumers; management changes; the success of new and existing products and services; the ability to maintain strong brands and develop innovative products that meet consumer demands; the ability to efficiently utilize existing production facilities; changes in consumer preferences; the risks associated with acquisitions, including: the pace and successful closing of an acquisition, the integration and financial impact thereof, the level of achievement of anticipated operating synergies from acquisitions, the potential for unknown or understated liabilities related to acquisitions, the potential loss of existing customers of acquisitions and our ability to retain key management personnel of acquired companies; a shortage of necessary personnel for production and increasing labor costs to attract production personnel in times of high demand; 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; competition; the impact of potential losses under repurchase agreements; the potential impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars; general economic, market and political conditions in the various countries in which our products are produced and/or sold; the impact of changing emissions and other related climate change regulations in the various jurisdictions in which our products are produced, used and/or sold; changes to our investment and capital allocation strategies or other facets of our strategic plan; and changes in market liquidity conditions, credit ratings and other factors that may impact our access to future funding and the cost of debt.

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, 2021.

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
mtrinske@thorindustries.com
(574) 970-7912

XML

Document and Entity Information	Nov. 30, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 30, 2021
Entity Registrant Name	THOR Industries, Inc.
Entity Central Index Key	0000730263
Entity Emerging Growth Company	false
Entity File Number	1-9235
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	93-0768752
Entity Address, Address Line One	601 East Beardsley Avenue
Entity Address, City or Town	Elkhart
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46514-3305
City Area Code	(574)
Local Phone Number	970-7460
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock (Par value $.10 Per Share)
Trading Symbol	THO
Security Exchange Name	NYSE