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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): October 11, 2023
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| Winnebago Industries, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
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| Minnesota |
001-06403 |
42-0802678 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| 13200 Pioneer Trail |
Eden Prairie |
Minnesota |
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55347 |
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(Zip Code) |
Registrant's telephone number, including area code 952-829-8600
(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 (see General Instruction A.2. below):
☐ 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:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.50 par value per share |
WGO |
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 (§230.405 of this chapter) or Rule 12b-2 of the 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2023, Winnebago Industries, Inc. (the “Company”) announced the appointment of Staci L. Kroon to its Board of Directors (“Board”) effective immediately.
Ms. Kroon is President and Chief Executive Officer of BraunAbility, a global manufacturer of mobility vehicles and other mobility solutions, a position she has held since 2017. Ms. Kroon also serves as a director of BraunAbility. Before joining BraunAbility, Ms. Kroon spent 20 years at Eaton Corporation, a global power management company.
Ms. Kroon will be a Class III director and will serve on the Human Resources and Finance Committees.
Ms. Kroon will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s proxy statement for its 2022 annual meeting of shareholders filed with the Securities and Exchange Commission on October 31, 2022, in the section titled “Director Compensation,” provided that effective August 27, 2023, the value of the annual and new Board member equity retainer increased from $125,000 to $150,000.
There are no transactions or relationships between the Company and Ms. Kroon that are reportable under Item 404(a) of Regulation S-K.
Ms. Kroon is expected to stand for election to the Board at the 2023 annual meeting of shareholders.
Item 7.01 Regulation FD Disclosure.
On October 11, 2023, the Company issued a press release announcing the appointment of Ms. Kroon to the Board as described above under Item 5.02. A copy of the news release is furnished as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
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WINNEBAGO INDUSTRIES, INC. |
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| Date: |
October 13, 2023 |
By: |
/s/ Stacy L. Bogart |
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Name: |
Stacy L. Bogart |
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Title: |
Senior Vice President, General Counsel, Secretary and Corporate Responsibility |
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EX-99.1
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winnebagoindustriesappoint.htm
EX-99.1
Document
Press Release
Winnebago Industries Appoints Staci Kroon to Board of Directors
EDEN PRAIRIE, Minn., October 11, 2023 -- Winnebago Industries, Inc. (NYSE: WGO), a leading outdoor lifestyle product manufacturer, today announced the appointment of Staci Kroon to its board of directors, effective October 11, 2023.
Kroon is the president and chief executive officer of BraunAbility, a global leader in mobility transportation solutions, providing independence to individuals in wheelchairs or with mobility challenges. In her role, she leads by fostering a learning culture and creating a climate of trust, transparency, and accountability.
“Winnebago Industries is committed to making the outdoors more accessible to all people,” said David Miles, Winnebago Industries’ board chair. “Staci’s professional experience and the unique industry insights she brings to the board will be highly valuable in advancing our goals. We welcome Staci and look forward to her guidance and leadership.”
Prior to joining BraunAbility, Kroon held senior roles at Eaton, including executive vice president of Eaton Business System and president of Automotive North America. She has also served as a board member and chairman for Nittan Global Tech. Kroon earned a bachelor’s degree in economics with a concentration in finance from the Wharton School of Business, a bachelor’s degree in mechanical engineering from the University of Pennsylvania and a postgraduate degree in design, manufacturing, and management from Cambridge University in England.
“It is an honor to join the Winnebago Industries board of directors,” said Kroon. “This is an incredible opportunity to work alongside some of the most innovative minds in the industry and contribute to the strategic direction of a company that I deeply admire. I look forward to playing a pivotal role in shaping its future.”
Kroon will serve on the Human Resources and Finance committees of the Winnebago Industries board.
“Staci brings to our board tremendous skills and extensive knowledge in product design, operations, and overall general management,” said Michael Happe, Winnebago Industries’ president and chief executive officer. “Her CEO perspective will be critical as Winnebago Industries continues to create extraordinary outdoor experiences that help everyone enjoy the positive benefits of spending time outside.”
Press Release
About Winnebago Industries
Winnebago Industries, Inc. is a leading North American manufacturer of outdoor lifestyle products under the Winnebago, Grand Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities. The Company builds high-quality motorhomes, travel trailers, fifth-wheel products, outboard and sterndrive powerboats, pontoons, and commercial community outreach vehicles. Committed to advancing sustainable innovation and leveraging vertical integration in key component areas, Winnebago Industries has multiple facilities in Iowa, Indiana, Minnesota, and Florida. The Company’s common stock is listed on the New York Stock Exchange and traded under the symbol WGO. For access to Winnebago Industries' investor relations material or to add your name to an automatic email list for Company news releases, visit http://investor.wgo.net.
Investors: Ray Posadas ir@winnebagoind.com
Media Contact: Daniel Sullivan media@winnebagoind.com
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