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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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WINNEBAGO INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing party:
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4)
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Date filed:
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BOARD RECOMMENDATIONS
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1
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Elect three Class I directors to hold office for a three-year term;
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FOR
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2
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Approve, on an advisory basis, the compensation of our Named Executive Officers;
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FOR
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3
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Approve the 2019 Omnibus Incentive Plan;
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FOR
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4
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Ratify the selection of Deloitte & Touche LLP as our independent registered public accountant for fiscal 2019; and
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FOR
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Act on any other matters that may properly come before the meeting.
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By Order of the Board of Directors
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/s/ Stacy L. Bogart
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Stacy L. Bogart
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Vice President - General Counsel
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Eden Prairie, MN
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and Secretary
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October 31, 2018
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Table of Contents
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Page
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Vote Required
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Voting Options
(1)
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Board Recommend-ation
(2)
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Broker Discretionary Voting Allowed
(3)
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Item 1
: Elect three Class I directors to hold office for a three-year term
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Plurality of the votes cast
(4)
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FOR
WITHHOLD
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FOR
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No
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Item 2
: Advisory approval of executive compensation (the "Say on Pay" vote)
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Majority of the votes cast
(5)
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FOR
AGAINST
ABSTAIN
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FOR
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No
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Item 3
: Approve the 2019 Omnibus Incentive Plan
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Majority of the votes cast
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FOR
AGAINST
ABSTAIN
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FOR
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No
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Item 4
: Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountant for the fiscal year ending August 31, 2019
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Majority of the votes cast
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FOR
AGAINST
ABSTAIN
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FOR
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Yes
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Name and Address of Beneficial Owner
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Amount and Nature of Beneficial Ownership
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% of
Common
Stock
(1)
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BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
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3,849,851 shares of Common Stock
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(2)
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12.07%
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Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746
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1,836,098 shares of Common Stock
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(3)
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5.76%
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(1)
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Based on 31,887,265 outstanding shares of Common Stock on
October 16, 2018
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(2)
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Based on information provided in a Schedule 13G/A filed with the SEC on January 23, 2018 by BlackRock, Inc., a parent holding company ("Blackrock"). BlackRock reported that it has sole power to vote or direct the vote of 3,785,583 shares and sole power to dispose of or direct the disposition of 3,849,851 shares.
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(3)
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Based on information provided in a Schedule 13G/A filed with the SEC on February 9, 2018 by Dimensional Fund Advisors LP, an investment adviser ("DFA"). DFA reported that it has sole power to vote or direct the vote of 1,740,810 shares and sole power to dispose of or direct the disposition of 1,836,098 shares.
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Name
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Shares of
Common
Stock Owned Outright
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Exercisable
Stock
Options
(1)
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Winnebago
Stock
Units
(2)
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Total Shares
of Common
Stock Owned
Beneficially
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% of
Common
Stock
(3)
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Maria F. Blase
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—
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—
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—
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—
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(4)
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Christopher J. Braun
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9,740
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—
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—
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9,740
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(4)
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Stacy L. Bogart
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10,000
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—
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—
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10,000
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(4)
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Robert M. Chiusano
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24,700
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—
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24,880
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49,580
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(4)
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Donald J. Clark
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764,426
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—
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—
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764,426
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2.39
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William C. Fisher
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16,740
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—
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7,134
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23,874
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(4)
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Michael J. Happe
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40,802
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36,203
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—
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77,005
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(4)
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Brian D. Hazelton
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12,999
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7,412
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—
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20,411
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(4)
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Bryan L. Hughes
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12,787
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3,718
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—
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16,505
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(4)
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David W. Miles
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6,740
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—
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—
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6,740
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(4)
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Richard D. Moss
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5,140
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—
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—
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5,140
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(4)
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John M. Murabito
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3,840
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—
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—
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3,840
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(4)
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Martha T. Rodamaker
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16,240
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—
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12,051
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28,291
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(4)
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Directors and executive officers as a group (18 persons)
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1,035,915
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66,154
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44,065
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1,146,134
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3.57
(5)
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(1)
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Includes shares underlying stock options that are currently exercisable or become exercisable within 60 days.
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(2)
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Winnebago Stock Units held under our Directors' Deferred Compensation Plan as of
October 16, 2018
(see further discussion of the plan in the Director Compensation section). These units are vested and will be settled 100% in Common Stock upon the earliest of the following events: director's termination of service, death or disability or a "change in control" of the Company, as defined in the plan.
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(3)
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Based on 31,887,265 outstanding shares of Common Stock on
October 16, 2018
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(4)
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Less than 1%.
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(5)
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Includes
66,154
shares that directors and executive officers as a group have the right to acquire within 60 days of
October 16, 2018
through the exercise of stock options, and shares representing the
44,065
Winnebago stock units held by directors under our Directors' Deferred Compensation Plan as of
October 16, 2018
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Committees of the Board
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Audit
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Human Resources
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Nominating and Governance
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Finance
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Maria F. Blase
(1)(2)
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X
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X
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Christopher J. Braun
(1)
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X
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X
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Robert M. Chiusano (Chair)
(1)
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X
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X
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William C. Fisher
(1)
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X
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Chair
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David W. Miles
(1)(2)
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X
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Chair
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Richard D. Moss
(1)(2)
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Chair
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X
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John M. Murabito
(1)
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Chair
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X
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Martha T. Rodamaker
(1)
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X
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X
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Number of meetings in Fiscal 2018
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7
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5
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5
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5
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Conducted a self-assessment of its performance
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X
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X
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X
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X
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(1)
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Determined to be "independent" under applicable listing standards of the NYSE.
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(2)
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Designated as an "audit committee financial expert" for purposes of Item 407, Regulation S-K under the Securities Act of 1933, as amended.
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Nominating and Governance Committee
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The Nominating and Governance Committee's charter, which is available for review on the Corporate Governance portion of the Investor Relations section of our Web Site at http://www.winnebagoind.com, establishes the scope of the committee's duties to include: (1) adopting policies and procedures for identifying and evaluating director nominees, including nominees recommended by shareholders; (2) identifying and evaluating individuals qualified to become Board members, considering director candidates recommended by shareholders and recommending that the Board select the director nominees for the next annual meeting of shareholders; (3) establishing a process by which shareholders and other interested parties are able to communicate with members of the Board; (4) developing and recommending to the Board a Corporate Governance Policy applicable to the Company; and (5) reviewing and approving Related Person Transactions (as defined below). The committee recommended to the Board the director-nominees proposed in this Proxy Statement for election by the shareholders. The Nominating and Governance Committee reviews the qualifications of, and recommends to the Board, candidates to fill Board vacancies as they may occur during the year. The Nominating and Governance Committee will consider suggestions from all sources, including shareholders, regarding possible candidates for director. See also "Fiscal Year 2019 Shareholder Proposals" for a summary of the procedures that shareholders should follow to nominate a director. |
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Members
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William C. Fisher, Chair
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Maria F. Blase
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Christopher J. Braun
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John M. Murabito
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Human Resources Committee
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The Human Resources Committee's charter, which is available for review on the Corporate Governance portion of the Investor Relations section of our Web Site at http://www.winnebagoind.com, establishes the scope of the committee's duties to include: (1) reviewing and approving corporate goals and objectives relevant to compensation of our CEO, evaluating performance and compensation of our CEO in light of such goals and objectives and establishing compensation levels for other executive officers; (2) overseeing the evaluation of our executive officers (other than the CEO) and approving the general compensation program and salary structure of such executive officers; (3) administering and approving awards under our incentive compensation and equity-based plan; (4) reviewing and approving all executive officer compensation, including any executive employment agreements, severance agreements, and change in control agreements; (5) from time to time, reviewing the list of peer group companies used for compensation purposes; (6) reviewing and approving Board retainer fees, attendance fees, and other compensation, if any, to be paid to non-employee directors; (7) reviewing and discussing with Management the Compensation Discussion and Analysis section and certain other disclosures, including those relating to compensation advisors, compensation risk and the "say on pay" vote, as applicable for our Form 10-K and proxy statement; and (8) preparing the committee's annual report on executive compensation for our Form 10-K and proxy statement. Role of Executive Officers — In Fiscal 2018, the Human Resources Committee delegated authority to designated members of Management to approve employment compensation packages for certain employees, not including the Named Executive Officers (NEOs) (as defined below), under certain circumstances. During Fiscal 2018, Mr. Happe as CEO, recommended to the committee proposals for base salary, target short-term incentive levels, actual short-term incentive payouts and long-term incentive grants for select NEOs for Fiscal 2019. The committee separately considers, discusses, modifies as appropriate, and takes action on such proposals and determines the compensation of the CEO and other NEOs. See “Compensation Discussion and Analysis-Role of Executive Officers in Compensation Decisions” below for further detail. Role of Compensation Consultants — The Human Resources Committee has periodically utilized an outside compensation consultant for matters relating to executive compensation. In Fiscal 2018, the committee retained Willis Towers Watson through March 2018 and Semler Brossy Consulting Group LLC ("Semler Brossy") beginning in April 2018, to advise on certain executive compensation-related matters, as described further in the "Compensation Discussion and Analysis" Section. |
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Members
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John Murabito, Chair
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Christopher J. Braun
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Robert M. Chiusano
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(1)
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competitively bid or regulated public utility services transactions,
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(2)
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transactions involving trustee type services,
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(3)
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transactions in which the Related Person's interest arises solely from ownership of our equity securities and all equity security holders received the same benefit on a pro rata basis,
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(4)
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an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction if:
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(i)
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the compensation arising from the relationship or transaction is or will be reported pursuant to the SEC's executive and director compensation proxy statement disclosure rules; or
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(ii)
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the executive officer is not an immediate family member of another executive officer or director and such compensation would have been reported under the SEC's executive and director compensation proxy statement disclosure rules as compensation earned
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(5)
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if the compensation of or transaction with a director is or will be reported pursuant to the SEC's executive and director compensation proxy statement disclosure rules.
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•
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Certain transactions with other companies
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Any transaction with another company at which a Related Person's only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company's shares or other equity securities, if the aggregate amount involved does not exceed the greater of $1 million, or 2% of that company's total annual revenues.
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•
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Certain Company charitable contributions
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Any charitable contribution, grant or endowment by Winnebago Industries or the Winnebago Industries Foundation to a charitable organization, foundation or university at which a Related Person's only relationship is as an employee (other than an officer), if the aggregate amount involved does not exceed $100,000.
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Director
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Fees Earned or
Paid in Cash
(1)(2)
($)
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Stock
Awards
(3)
($)
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All Other
Compensation
(4)
($)
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Total ($)
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Christopher J. Braun
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75,000
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95,016
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—
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170,016
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Robert M. Chiusano
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115,000
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95,016
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—
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210,016
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William C. Fisher
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80,000
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95,016
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—
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175,016
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David W. Miles
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80,000
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95,016
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—
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175,016
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Richard D. Moss
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82,500
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95,016
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—
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177,516
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John M. Murabito
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78,750
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95,016
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—
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173,766
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Martha T. Rodamaker
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76,250
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95,016
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—
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171,266
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Mark T. Schroepfer
(5)
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23,669
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113,634
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17,593
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154,896
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(1)
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Our directors may elect to receive retainer fees in cash or may defer their retainer fees into the Directors' Deferred Compensation Plan.
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(2)
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The Chair of the Board receives an additional $40,000 retainer per year, the Audit Committee Chair receives an additional $10,000 retainer per year, and the Chairs of the other Board committees receive an additional $5,000 retainer per year, each of which are reflected in these figures.
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(3)
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Other than the grant for Mr. Schroepfer, these awards are valued at $44.40 per share, the closing stock price on October 18, 2017, the date of the restricted stock grant. Mr. Schroepfer received 2,140 shares on December 6, 2017. These shares were granted at $53.10, which was the closing stock price on this date.
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(4)
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Other than Mr. Schroepfer, none of the directors received perquisites and other personal benefits in an aggregate amount of $10,000 or more. Mr. Schroepfer received his award on December 6, 2017 and he received a cash payment of $17,593 in December 2017 to offset lost income related to the delay in receiving his stock award (due to an inability to make an 83(b) tax election at the time he should have received his grant in October of 2017).
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(5)
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Mr. Schroepfer's service on the Board terminated upon the expiration of his term on December 12, 2017.
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Director
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Restricted Stock Awards
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Stock Units
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Christopher J. Braun
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4,740
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0
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Robert M. Chiusano
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20,240
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24,605
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William C. Fisher
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16,740
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6,751
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David W. Miles
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4,740
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0
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Richard D. Moss
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2,140
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0
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John M. Murabito
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2,140
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0
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Martha T. Rodamaker
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16,240
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11,692
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Maria F. Blase
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Committees
Audit
Nominating and Governance
Age:
51
Director Since:
2018
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Maria F. Blase
, 51, currently serves as President of the Fluid Management, Material Handling and Power Tools businesses of Ingersoll Rand, a global industrial manufacturing company. Maria has 25 years of experience with diverse industries, including transport, buildings, services, manufacturing, pharmaceuticals and mining. After joining Ingersoll Rand in 1999, she was promoted to global financial roles of increasing importance, including chief financial officer of the $8 billion Climate Solutions sector. In 2013, she was named President of the HVAC and Transport Latin America business of Ingersoll Rand, and in late 2017 assumed her most recent role.
Ms. Blase is a CPA and her previous experience includes various positions at KPMG LLP from 1993 to 1999 in increasing scope and complexity. Due to Ms. Blase's relevant experience in finance, accounting and controls, the Board determined that she is an audit committee financial expert.
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Skills and Qualifications:
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Ms. Blase brings to the Board extensive experience in international, strategic planning, acquisitions and driving business growth. The Board believes her financial and business expertise will add valuable insights to the Board.
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Christopher J. Braun
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Committees
Human Resources
Nominating and Governance
Age:
58
Director Since:
2015
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Christopher J. Braun, 58, has been a director since 2015. Mr. Braun has over 30 years of leadership experience encompassing manufacturing, finance and sales. He founded Teton Buildings in 2008 and held the position of CEO through 2013. His previous experience includes CEO of Teton Homes, Executive Vice President - RV Group at Fleetwood Enterprises and various senior management positions within PACCAR Corporation, manufacturer of Kenworth and Peterbilt trucks.
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Skills and Qualifications:
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As a recognized leader in the RV industry, Mr. Braun provides keen insights to the Board. His prior experience in the RV industry, combined with his vast manufacturing background and his role as a former CEO make him well-positioned to critically and thoughtfully review and guide the Company's strategy.
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David W. Miles
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Committees
Audit
Finance (Chair)
Age:
61
Director Since:
2015
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David W. Miles, 61, a financial adviser, entrepreneur and investor, has been a director since 2015. Mr. Miles is co-founder and Managing Principal of ManchesterStory Group, an early-to-growth stage venture capital firm, chairman and principal owner of Miles Capital, Inc., a registered investment advisory firm managing investments in public equities, public debt and alternative asset classes to institutional investors, and founder and manager of The Miles Group, LLC, a firm focused on direct and indirect private equity investments. He is also a director of the Miles Funds, Inc., and a director and chair of the Audit Committee of Northwest Financial Corporation. Due to Mr. Miles' vast experience in finance and as an investment advisor, the Board determined that he is an audit committee financial expert.
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Skills and Qualifications:
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Mr. Miles brings legal and investment transaction experience to the Board. He also brings significant expertise in financial reporting and capital allocation strategy.
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Robert M. Chiusano
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Committees
Human Resources
Finance
Age:
67
Director Since:
2008
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Robert M. Chiusano, 67, has been a director since 2008 and was elected as Chairman of the Board in 2016. Mr. Chiusano has served as a principal in RMC Consulting, LLC, a company focused on leadership development and operational excellence, since 2007. Mr. Chiusano previously served as Executive Vice President and Special Assistant to the CEO and a former Executive Vice President and Chief Operating Officer of both the Government and Commercial Systems business segments of Rockwell Collins, Inc. Mr. Chiusano also currently serves as an adjunct professor in the University of Iowa College of Engineering where he has served since 2001 and is a member of the Coe College Board of Trustees where he serves as the Chairman of the College Relations Committee.
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Skills and Qualifications:
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As the former Chief Operating Officer of both Government and Commercial Systems of Rockwell Collins, Inc., Mr. Chiusano brings senior level business leadership and strategic planning skills and an operating background to the Board. As principal of RMC Consulting, LLC, he also brings leadership development and operational excellence skills to the Board.
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Richard (Rick) D. Moss
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Committees
Audit (Chair)
Finance
Age:
60
Director Since:
2017
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Richard (Rick) D. Moss, 60, was appointed to the Board of Directors in February 2017. Most recently, Mr. Moss served as the Chief Financial Officer of Hanesbrands, Inc., a leading global basic apparel manufacturer, from 2011 until his retirement on December 31, 2017. Mr. Moss joined Hanesbrands as Senior Vice President - Finance and Treasurer and had several roles increasing in scope and complexity prior to becoming Chief Financial Officer. Prior to his roles at Hanesbrands, Mr. Moss served as CFO of Chattem Inc., a consumer products company. Mr. Moss has been a director of Nature's Sunshine Products, Inc. since May 2018, and also serves as a director for the Center for Creative Entrepreneurship and Chair of the Board of Trustees of The Arts Council of Winston-Salem/Forsyth County. Due to Mr. Moss' relevant experience in finance, accounting, and auditing, the Board determined he is an audit committee financial expert.
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Skills and Qualifications:
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|
With his many years of experience as a chief financial officer and executive at a public company, Mr. Moss provides the Board expertise in financial and strategic planning, mergers, acquisitions and integration of businesses following mergers and acquisitions, as well as capital allocation strategies and complex financial issues.
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John M. Murabito
|
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|
|
|
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Committees
Human Resources (Chair)
Nominating and Governance
Age:
59
Director Since:
2017
|
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John M. Murabito, age 59, was appointed to the Board of Directors in May 2017. He has served as the Executive Vice President and Chief Human Resources Officer of Cigna Corporation, a health insurance company, since 2003. His other Human Resource leadership roles have included Chief Human Resources Officer at Monsanto Company and Group Vice President, Human Resources for Frito-Lay, Inc., a division of PepsiCo. Mr. Murabito is a Fellow and Chair of the National Academy of Human Resources, a Member of the Boards of Trustees of the Human Resources Policy Association and the American Health Policy Association, and serves as Chair of the Board of Trustees for Augustana College in Rock Island, Illinois.
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Skills and Qualifications:
|
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Mr. Murabito brings strong executive leadership and talent management expertise to our Board as a senior executive of a public company. He provides valuable insights on human capital, executive compensation, leadership development and succession planning to the Board.
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Michael J. Happe
|
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Age:
47
Director Since:
2016
|
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Michael J. Happe, 47, joined Winnebago in January 2016, as the President, CEO and a director. He previously worked at The Toro Company, a manufacturer of turf maintenance equipment and irrigation system supplies, where he most recently served as an Executive Officer and Group Vice President of Toro’s Residential and Contractor businesses, until 2015. A 19-year veteran of Toro, he held a series of senior leadership positions throughout his career across a variety of the company’s domestic and international divisions.
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Skills and Qualifications:
|
|
|
Mr. Happe's knowledge of all aspects of the business as CEO and his drive for excellence position him well to serve on the Board. His extensive experience and positions rising in complexity and breadth at Toro, including global business affairs, brings further expertise in corporate leadership and development and execution of business growth strategy.
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William C. Fisher
|
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|
|
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Committees
Audit
Nominating and Governance (Chair)
Age:
64
Director Since:
2015
|
|
William C. Fisher, 64, a retired business executive, has been a director since March 2015. Mr. Fisher was the Chief Information Officer from 1999 until 2007 of Polaris industries Inc., a manufacturer of power sports products. He was Vice President and CIO from November 2007 until his retirement in February 2015. During his tenure at Polaris, he also served as the General Manager of Service from 2005 until 2014 overseeing all technical, dealer, and consumer service operations. Prior to joining Polaris, Mr. Fisher was employed by MTS Systems for 15 years in various positions in information services, software engineering, control product development, and general management. Before that time, Mr. Fisher worked as a civil engineer for Anderson-Nichols and he later joined Autocon Industries, where he developed process control software.
|
|
|
Skills and Qualifications:
|
|
|
Mr. Fisher's experience as CIO at Polaris Industries has provided substantial experience in information technology and security issues. His experience in service and consumer service operations and familiarity with highly discretionary consumer products are key assets as we focus on improved service and operational efficiency.
|
•
|
Michael J. Happe, CEO and President
|
•
|
Bryan L. Hughes, Vice President, CFO
|
•
|
Stacy L. Bogart, Vice President, General Counsel & Secretary
|
•
|
Donald J. Clark, President, Grand Design; Vice President, Winnebago Industries, Inc.
|
•
|
Brian D. Hazelton, Vice President, Motorhome Business Unit
|
▪
|
Align the interests of management with those of shareholders;
|
▪
|
Provide fair and competitive compensation;
|
▪
|
Integrate compensation with our business plans;
|
▪
|
Reward both business and individual performance; and
|
▪
|
Attract and retain key executives critical to our success.
|
|
Incentive Plan
|
Performance
(1)
|
||
Measure
|
Annual
|
Long-Term
(2)
|
1-year
|
3-year
(3)
|
Net Sales Growth
|
X
|
|
29.3%
|
|
Operating Income
|
X
|
|
$166,596
|
|
Net Working Capital
|
X
|
|
13.4%
|
|
Return on Equity (ROE)
|
|
X
|
|
19.7%
|
Performance Objective
|
Link to 2018 Compensation
|
||||
Financial
|
|
For our CEO, Mr. Happe, 100% of 2018 annual incentive awards was based on achieving targeted levels of net sales growth (50%), operating income (40%), and working capital (10%) at the company level. For all NEOs other than Mr. Clark, 90% of 2018 annual incentive awards was tied to these metrics at either the company or business unit level. The other 10% was tied to individual metrics aligned with goals deemed important to advancing business objectives.
Pursuant to the terms of his employment agreement, Mr. Clark's incentive compensation is tied 100% to the pretax net income of the Grand Design business that is part of our Towables segment.
In addition, vesting for the Fiscal 2016-2018 LTIP awards was tied 100% to our three-year average ROE.
|
|||
Total Shareholder Returns
|
|
With the exception of Mr. Clark, 46% of our NEO compensation on average was delivered in the form of company equity awards (57% in the case of our CEO).
25% of the annual equity grants made in Fiscal 2018 were in the form of stock options, which only have value to the executive if the value of the Company grows for our shareholders.
|
What we do
|
ü
ü
ü
ü
ü
ü
ü
ü
|
Tie the majority of target total compensation to performance
Provide appropriate mix of fixed and variable pay to reward company, line of business, and individual performance
Align executive interests with the interests of the shareholders through equity-based awards
Include "clawback" provisions for each of the annual and long-term incentive programs, which provide for the recoupment of incentive compensation payouts following a restatement due to material noncompliance with financial reporting requirements
Align our performance goals and measures with our strategy and operating plan
Maintain meaningful executive and director stock ownership guidelines
Conduct annual "say-on-pay" advisory votes
Use an outside, independent third-party advisor to provide objective compensation advice
|
|||
What we don't do
|
û
û
û
û
û
û
û
|
Provide excessive severance benefits to our executive officers
Provide tax gross-ups, including excise tax gross-ups upon change in control
Make equity awards subject to automatic acceleration of vesting (i.e., "single-trigger") upon change in control (as of Fiscal 2019)
Allow for hedging or speculative trading of Company securities by executives or directors
Reprice options without shareholder approval
Provide significant perquisites
Allow for pledging by our executives and directors
|
▪
|
Revised executive change in control agreements to (1) reduce severance multiples (for executives other than the CEO and Mr. Clark), (2) make severance payable only as to salary and target annual incentives (previous severance agreements provided for severance on total taxable compensation, including equity awards), (3) adjust the definition of Change in Control to align with current market practices, and (4) reduce the amount of time after a Change in Control that a termination of employment can trigger a severance obligation from three years to two years.
|
▪
|
Revised the equity award agreements so that all future equity awards will be subject to “double trigger” accelerated vesting following a change in control (i.e., vesting only accelerates following a change in control if the executive’s employment is also terminated) rather than the prior “single trigger” vesting provisions
|
▪
|
Increased the stock ownership guideline for our CEO from 4x salary to 5x salary
|
|
Element
|
Mechanics
|
Rationale
|
Paid in Cash
|
Salary
|
Weekly payments
Values correspond to experience and job scope
|
Provides competitive fixed pay to attract employees
|
Officers Incentive Compensation Plan (OICP)
|
Annual payout tied to performance against pre-determined metrics and goals across a one-year performance period
For Fiscal 2018, the metrics included:
90% financial objectives
ú
50% Net Sales Growth
ú
40% Operating Income
ú
10% Net Working Capital
10% Individual Objectives
Payouts range from 0% - 200% of a pre-determined target value
|
Incentivizes achievement of key annual objectives at an enterprise-wide or individual business unit level - driving progress towards achievement of long-term initiatives
|
|
Paid in Equity
|
Long-Term Incentive Program (LTIP) / Performance Shares
|
50% of all annual Equity Awards
For the Fiscal 2018-2020 performance period, payouts are tied to performance against pre-determined goals across a three-year performance period
The metrics consist of:
30% Net Sales
30% Operating Income
40% ROE
Payouts range from 0% - 150% of a pre-determined target value
|
Rewards for achievement of specific long-term financial objectives
Aligns NEOs' interest with long-term shareholder value creation
|
Stock Options
|
25% of all annual Equity Awards
Stock options can be exercised over ten years and vest over three years in equal installments
|
Aligns NEOs’ interest with long-term shareholder value creation as measured by appreciation in stock price from the date of grant
|
|
Restricted Stock
|
25% of all annual Equity Awards
Restricted stock grants vest over three years in equal installments
|
Aligns NEOs’ interest with long-term shareholder value creation
Encourages executive retention
|
▪
|
Review of annual and long-term incentive designs and
|
▪
|
Review of the total compensation program, including competitive peer group analysis and analysis of executive pay levels in relation to broader market survey data
|
▪
|
Review information provided to the Committee by management, and develop recommendations with respect to CEO compensation decisions and provide advice to the Committee on the compensation decisions affecting all executives, including the NEOs
|
▪
|
Attend and participate in Committee meetings as requested by the Committee
|
▪
|
Report on compensation trends and best practices, plan design, and the reasonableness of individual compensation awards
|
▪
|
Meet with the Committee and/ or its members without management present
|
▪
|
Developing, summarizing and presenting information and analyses to enable the Human Resources Committee to execute its responsibilities, as well as addressing specific requests for information from the Committee
|
▪
|
Attending Committee meetings as requested to provide information, respond to questions and otherwise assist the Committee
|
▪
|
Assisting the CEO in making preliminary recommendations of base salary structure, annual and LTI program design and target award levels for the NEOs and other employees eligible to receive annual
|
Removed (6 companies)
|
Added (7 companies)
|
A.O. Smith
|
Altra Industrial Motion
|
Alamo Group
|
Brunswick
|
American Railcar Industries
|
Commercial Vehicle
|
FreightCar America
|
Cooper-Standard
|
Graco
|
Horizon Global
|
Standex International
|
Hyster-Yale
|
|
Spartan Motors
|
▪
|
Experience of the executive
|
▪
|
Time in position
|
▪
|
Individual performance
|
▪
|
Level of responsibility for the executive
|
▪
|
Economic conditions, Company performance, financial condition and strategic goals
|
▪
|
Competitive market data provided by the Committee’s independent compensation consultant
|
Name
|
FY18 Salary
|
FY17 Salary
|
% Increase
|
|||||
Michael J. Happe
|
$
|
675,000
|
|
$
|
625,000
|
|
8.0
|
%
|
Bryan L. Hughes
|
$
|
461,250
|
|
$
|
450,000
|
|
2.5
|
%
|
Stacy L. Bogart
|
$
|
415,000
|
|
N/A
|
|
N/A
|
|
|
Donald J. Clark
|
$
|
400,000
|
|
$
|
400,000
|
|
—
|
%
|
Brian D. Hazelton
|
$
|
477,400
|
|
$
|
463,500
|
|
3.0
|
%
|
|
|
FY18 Target OICP
|
FY18 Actual OICP
|
||||
Name
|
FY18 Salary ($)
|
% of Salary
|
|
Target Award ($)
|
% of Target
|
|
$
|
Michael J. Happe
|
675,000
|
100
|
%
|
675,000
|
130.1
|
%
|
855,658
|
Bryan L. Hughes
(1)
|
461,250
|
70
|
%
|
322,875
|
126.6
|
%
|
405,277
|
Stacy L. Bogart
(2)
|
415,000
|
60
|
%
|
249,000
|
130.1
|
%
|
211,813
|
Donald J. Clark
(3)
|
N/A
|
N/A
|
|
N/A
|
N/A
|
|
N/A
|
Brian D. Hazelton
(4)
|
477,400
|
65
|
%
|
310,310
|
56.3
|
%
|
173,054
|
▪
|
Net Sales Growth (50%) - focuses on overall enterprise and business unit growth and also drives customer focus
|
▪
|
Operating Income (40%) - reinforces the importance of profitable growth across the enterprise
|
▪
|
Net Working Capital (10%) - helps measure overall financial health of the enterprise
|
Metric
|
Weight
|
Net Sales
|
30%
|
Operating Income
|
30%
|
ROE
|
40%
|
|
|
|
Total Equity
|
||||
Name
|
LTIP / Performance Shares (50%) ($)
|
Restricted Shares (25%) ($)
|
Stock Options (25%) ($)
|
FY 2018 ($)
|
FY 2017 ($)
|
% Increase
(1)
|
|
Michael J. Happe
|
828,104
|
414,074
|
414,062
|
1,656,241
|
1,252,145
|
32.3
|
%
|
Bryan L. Hughes
|
247,486
|
123,743
|
123,753
|
494,981
|
451,886
|
9.5
|
%
|
Stacy L. Bogart
(2)
|
146,653
|
554,500
|
0
|
701,153
|
N/A
|
N/A
|
|
Donald J. Clark
(3)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Brian D. Hazelton
(4)
|
243,578
|
121,789
|
121,802
|
487,170
|
608,468
|
(19.9
|
)%
|
•
|
Executive Physical.
In an effort to encourage executives to monitor and maintain good health, we pay for voluntary annual physical examinations for executives, including the NEOs.
|
•
|
Recreational Vehicle Use.
Our executives, including NEOs, have the opportunity to utilize our recreational vehicles on a periodic and temporary basis. We encourage the executive to have a first-hand understanding of the recreational vehicle lifestyle experienced by our customers and to provide the executive with the opportunity to
|
•
|
Company Aircraft.
Our aircraft, which was only in service for approximately 6 weeks during Fiscal 2018, is intended to be used only in the conduct of official Company business and was only used for official Company business during Fiscal 2018.
|
•
|
Car Allowance.
A car allowance is provided as
|
•
|
Financial & Tax Planning.
To address complex tax and financial situations, a tax and financial planning payment is provided.
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock
Awards
(1)
($)
|
Option Awards
(2)
($)
|
Non-Equity Incentive
Plan
Compensation
(3)
($)
|
Changes in Pension Value and Non-qualified Deferred Compensation Earnings ($)
|
All
Other
Compensation ($)
(4)
|
Total ($)
|
Michael Happe
|
2018
|
$657,692
|
-
|
$1,242,179
|
$414,062
|
$855,658
|
-
|
$44,082
|
$3,213,673
|
President, CEO
|
2017
|
$599,038
|
-
|
$1,004,291
|
$247,854
|
$902,152
|
-
|
$29,843
|
$2,783,178
|
|
2016
|
$338,461
|
-
|
$758,835
|
$115,800
|
$225,280
|
-
|
$2,218
|
$1,440,594
|
Bryan L. Hughes
|
2018
|
$457,356
|
-
|
$371,228
|
$123,753
|
$405,277
|
-
|
$37,446
|
$1,395,060
|
Vice President, CFO
|
2017
|
$298,846
|
-
|
$451,886
|
-
|
$134,497
|
-
|
$6,370
|
$891,599
|
|
|
|
|
|
|
|
|
|
|
Stacy L. Bogart
(5)
|
2018
|
$271,346
|
$50,000
|
$701,153
|
-
|
$211,813
|
-
|
$25,248
|
$1,259,560
|
Vice President, General
|
|
|
|
|
|
|
|
|
|
Counsel and Secretary
|
|
|
|
|
|
|
|
|
|
Donald J. Clark
|
2018
|
$400,000
|
-
|
-
|
-
|
$4,574,055
|
-
|
-
|
$4,974,055
|
President, Grand Design
|
2017
|
$330,769
|
-
|
-
|
-
|
$2,700,915
|
-
|
-
|
$3,031,684
|
Vice President, Winnebago
|
|
|
|
|
|
|
|
|
|
Industries, Inc.
|
|
|
|
|
|
|
|
|
|
Brian D. Hazelton
|
2018
|
$472,588
|
-
|
$365,368
|
$121,802
|
$173,054
|
-
|
$39,945
|
$1,172,757
|
Vice President and
|
2017
|
$558,827
|
-
|
$551,208
|
$57,260
|
$207,298
|
-
|
$23,089
|
$1,397,682
|
General Manager,
|
|
|
|
|
|
|
|
|
|
Motorhomes
|
|
|
|
|
|
|
|
|
|
(1)
|
The table below illustrates the three categories of stock awards as presented above:
|
|
|
|
|
Performance-Based Plans
|
|
|||||||||
|
Name
|
Fiscal
Year
|
Non-Performance-
Based Restricted
Stock Grant
(a)
|
Annual
Incentive
Plans
(b)
|
LTIP / Performance Shares
(c)
|
Total
Stock
Awards
|
||||||||
|
Michael J. Happe
|
2018
|
$
|
414,074
|
|
$
|
—
|
|
$
|
828,104
|
|
$
|
1,242,179
|
|
|
|
2017
|
370,937
|
|
—
|
|
633,354
|
|
1,004,291
|
|
||||
|
|
2016
|
166,700
|
|
112,648
|
|
479,487
|
|
758,835
|
|
||||
|
Bryan L. Hughes
|
2018
|
123,743
|
|
—
|
|
247,486
|
|
371,228
|
|
||||
|
|
2017
|
280,500
|
|
—
|
|
171,386
|
|
451,886
|
|
||||
|
Stacy L. Bogart
(d)
|
2018
|
554,500
|
|
—
|
|
146,653
|
|
701,153
|
|
||||
|
|
2017
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
|
Donald J. Clark
|
2018
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
|
|
2017
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
|
|
2016
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
|
Brian D. Hazelton
|
2018
|
121,789
|
|
—
|
|
243,578
|
|
365,368
|
|
||||
|
|
2017
|
292,110
|
|
—
|
|
259,098
|
|
551,208
|
|
||||
|
|
2016
|
—
|
|
—
|
|
—
|
|
—
|
|
(a)
|
These amounts represent non-performance based restricted stock granted pursuant to the 2014 Plan computed in accordance with ASC 718. The grant date fair value of each of the non-performance based awards was determined at the closing price of the Company's shares on the NYSE on the grant date without regard to estimated forfeitures related to service-based vesting conditions.
|
(b)
|
The amounts reported in this column do not reflect actual compensation realized by the NEOs in 2016. These amounts represent the fair value of the annual performance-based award, which was required to be paid in stock subject to a one-year holding period under the annual Officers Incentive Compensation Plan ("OICP") for 2016. The 2017 and 2018 OICPs have no stock component and are all cash.
|
(c)
|
The amounts shown represent the grant date fair value computed in accordance with FASB ASC 718 of the LTIP / performance share awards. The amounts shown for Fiscal 2018-2020 LTIP represent the values that are based on achievement of 100% of the target performance. Assuming achievement of the maximum 150% of target performance, the value of the Fiscal 2018-2020 LTIP awards would be: $1,242,156 for Mr. Happe; $371,229 for Mr. Hughes; $219,980 for Ms. Bogart; and $365,367 for Mr. Hazelton. Assumptions used in the calculation of the amounts reported in this column are included in Note 12 to the financial statements included in our 2018 Form 10-K.
|
(d)
|
Ms. Bogart joined the Company in January 2018.
|
(2)
|
The amounts shown represent the aggregate grant date fair values of the option grants. Assumptions used in the calculation of the amounts reported in this column are included in Note 12 to the financial statements included in our 2018 Form 10-K.
|
(3)
|
These amounts represent actual annual incentive plan award payouts made in cash to NEOs under the
2016
,
2017
and
2018
OICPs. In the case of Mr. Clark, these amounts do not represent award payouts under such OICPs, but instead represent award payouts under the pre-existing Grand Design Management Incentive Plan that he participates in.
|
(4)
|
Amounts reported in this column for Fiscal 2018 include the following:
|
Name
|
Tax and Financial Planning
|
Car Allowance
|
Life Insurance Premiums
|
Dividend
(1)
|
401(k) Match
|
Total
|
Michael J. Happe
|
$8,183
|
$18,400
|
$952
|
$9,277
|
$7,270
|
$44,082
|
Bryan L. Hughes
|
$8,183
|
$18,400
|
$952
|
$5,122
|
$4,789
|
$37,446
|
Stacy L. Bogart
|
$8,183
|
$7,846
|
$952
|
$3,000
|
$5,267
|
$25,248
|
Donald J. Clark
|
_
|
_
|
_
|
_
|
_
|
_
|
Brian D. Hazelton
|
$8,183
|
$18,400
|
$952
|
$4,031
|
$8,379
|
$39,945
|
(5)
|
Ms. Bogart received a new hire stock award of 10,000 shares of restricted stock on January 2, 2018 and a pro-rated FY18-20 LTIP award with a target value of 3,303 shares. She also received a sign-on bonus of $50,000 on January 2, 2018.
|
|
Plan Name
|
Grant
Date
(3)
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
(1)
|
Estimated Future Payments
Under Equity Incentive Plan Awards
(2)
|
All Other
Stock Awards: Number of Shares of Stock or Units (#)
|
All Other Option Awards: Number of Securities Underlying Options (#)
|
Exercise or Base Price of Option Awards ($/Sh)
|
Grant Date Fair Value of Stock and Option Awards
(4)
($)
|
|||||||||||
Name
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||||||||
Michael J. Happe
|
2014 Plan
|
10/18/17
|
|
|
|
|
|
|
|
28,015
|
|
$44.40
|
$414,062
|
||||||
|
2014 Plan
|
10/18/17
|
|
|
|
|
|
|
9,326
|
|
|
$414,074
|
|||||||
|
2018 OICP
|
|
108,000
|
|
675,000
|
|
1,350,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY18-20 LTIP
|
10/18/17
|
|
|
|
1,865
|
|
18,651
|
|
27,977
|
|
|
|
|
|
||||
Bryan L. Hughes
|
2014 Plan
|
10/18/17
|
|
|
|
|
|
|
|
8,373
|
|
$44.40
|
$123,753
|
||||||
|
2014 Plan
|
10/18/17
|
|
|
|
|
|
|
2,787
|
|
|
$123,743
|
|||||||
|
2018 OICP
|
|
73,800
|
|
322,875
|
|
645,750
|
|
|
|
|
—
|
|
|
|
||||
|
FY18-20 LTIP
|
10/18/17
|
|
|
|
557
|
|
5,574
|
|
8,361
|
|
—
|
|
|
|
||||
Stacy L. Bogart
|
2014 Plan
|
-
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|||||
|
2014 Plan
|
1/2/18
|
|
|
|
|
|
|
10,000
|
|
|
$554,500
|
|||||||
|
2018 OICP
|
|
26,049
|
|
162,808
|
|
325,616
|
|
|
|
|
|
|
|
|
|
|
||
|
FY18-20 LTIP
|
1/2/18
|
|
|
|
330
|
|
3,303
|
|
4,954
|
|
|
|
|
|
||||
Donald J. Clark
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Brian D. Hazelton
|
2014 Plan
|
10/18/17
|
|
|
|
|
|
|
|
|
8,241
|
|
$44.40
|
$121,802
|
|||||
|
2014 Plan
|
10/18/17
|
|
|
|
|
|
|
2,743
|
|
|
$121,789
|
|||||||
|
2018 OICP
|
|
76,384
|
|
310,310
|
|
620,620
|
|
|
|
|
|
|
|
|
|
|||
|
FY18-20 LTIP
|
10/18/17
|
|
|
|
548
|
|
5,486
|
|
8,229
|
|
|
|
|
|
(1)
|
Fiscal
2018
OICP targets annual performance against goals established by the Committee. Awards under the Fiscal
2018
OICP are payable in cash. The Threshold, Target and Maximum amounts presented above represent amounts that could have been earned by our NEOs for Fiscal 2018 under the Fiscal 2018 OICP. Ms. Bogart's Fiscal 2018 OICP has been prorated to reflect her January 2018 start date.
|
(2)
|
Fiscal 2018-2020 LTIP refers to our performance shares. For each of the NEOs, the Threshold, Target and Maximum amounts under the Fiscal 2018-2020 LTIP represent potential performance stock payments that are measured over a three-year performance period from August 30,
2017
through August 25,
2020
.
|
(3)
|
The Human Resource Committee approved the Fiscal
2018
OICP and Fiscal 2018-2020 LTIP plans on October 18,
2017
, effective as of August 27,
2017
.
|
(4)
|
The grant date value per share of the restricted stock was $44.40 on October 18, 2017 and $55.40 on January 2, 2018, and for the stock option award, the Black-Scholes value per share was $14.78.
|
(5)
|
Mr. Clark is not eligible to participate in the Fiscal 2018 OICP or Fiscal 2018-2020 LTIP, however he remains eligible to participate in the pre-existing Grand Design Management Incentive Plan.
|
|
Option Awards
|
Stock Awards
|
LTIP / Performance Shares
|
|||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option Expiration
Date
|
Number of Shares
or Units of Stock
That Have Not
Vested
(3)
(#)
|
Market Value of
Shares or Units
of Stock That
Have Not
Vested
(4)(9)
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(10)
|
Michael J. Happe
|
4,433
|
8,867
(1)
|
$27.89
|
10/11/2026
|
21,527
(4)
|
$802,957
|
|
|
|
6,666
|
3,334
(2)
|
$16.67
|
1/18/2026
|
|
|
12,855
(6)
|
$479,492
|
|
5,666
|
11,334
(3)
|
$35.50
|
12/13/2026
|
|
|
22,709
(7)
|
$847,046
|
|
-
|
28,015
(4)
|
$44.40
|
10/18/2027
|
|
|
18,651
(8)
|
$695,682
|
Bryan L. Hughes
|
-
|
8,737
(4)
|
$44.40
|
10/18/2027
|
9,454
(4)
|
$352,634
|
6,110
(7)
|
$227,903
|
|
|
|
|
|
|
|
5,574
(8)
|
$207,910
|
Stacy L. Bogart
|
-
|
-
|
|
|
10,000
(4)
|
$373,000
|
3,303
(8)
|
$123,202
|
Donald J. Clark
|
-
|
-
|
$0.00
|
-
|
-
|
-
|
-
|
|
Brian D. Hazelton
|
2,333
|
4,667
(1)
|
$27.89
|
10/11/2026
|
-
|
-
|
9,290
(7)
|
$346,517
|
|
-
|
8,241
(4)
|
$44.40
|
10/18/2027
|
10,077
(4)
|
$375,872
|
5,486
(8)
|
$204,628
|
(1)
|
Represents stock granted on October 11, 2016 as an annual stock grant under the 2014 Plan, which will vest with respect to 33% of the shares covered by the option on each of the first three anniversaries of the grant date.
|
(2)
|
Represents stock granted on January 18, 2016 as a new hire grant under the 2014 Plan, which will vest with respect to 33% of the shares covered by the option on each of the first three anniversaries of the grant date.
|
(3)
|
Represents stock granted on December 13, 2016 as a grant for the purchase of Grand Design RV under the 2014 Plan, which will vest with respect to 33% of the shares covered by the option on each of the first three anniversaries of the grant date.
|
(4)
|
Represents stock granted on October 18, 2017 as an annual stock grant under the 2014 Plan, which will vest with respect to 33% of the shares covered by the option on each of the first three anniversaries of the grant date.
|
(5)
|
Represents stock granted on January 2, 2018 as a new hire grant under the Omnibus Plan, which will vest with respect to 1/3 of the shares on the first anniversary of the date of grant.
|
(6)
|
Represents FY16-18 LTIP at target, under the 2014 Plan for the three-year performance period beginning August 29 2015 ending August 25 2018. Settled shares subject to one year holding period.
|
(7)
|
Represents FY17-19 LTIP at target, under the 2014 Plan for the three-year performance period beginning August 28 2016 ending August 31 2019. Settled shares subject to one year holding period.
|
(8)
|
Represents FY18-20 LTIP at target, under the 2014 Plan for the three-year performance period beginning August 27 2017 ending August 30 2020. Settled shares subject to one year holding period.
|
(9)
|
Represents the value of unvested stock as of August 25th 2018 with a stock price of $37.30.
|
(10)
|
Represents the value of unearned LTIP awards at target as of August 25th 2018 with a stock price of $37.30.
|
|
Option Awards
|
|
Stock Awards
|
||||||
Name
|
Number of
Shares Acquired
on Exercise
(#)
|
|
Value Realized
on Exercise
($)
|
|
Number of
Shares Acquired
on Vesting
(#)
|
|
Value Realized
on Vesting
($)
(1)
|
||
Michael J. Happe
|
—
|
|
—
|
|
7,766
|
|
|
360,968
|
|
Bryan Hughes
|
—
|
|
—
|
|
3,333
|
|
|
120,821
|
|
Brian Hazelton
|
—
|
|
—
|
|
3,666
|
|
|
148,374
|
|
(1)
|
Valued at the closing market price of the Company's Common Stock of $36.05 (August 29, 2017), $43.00 (October 11, 2017), $52.40 (January 18, 2018) and $36.25 (May 15, 2018) as quoted on the NYSE on the vesting dates respectively.
|
•
|
if the NEO's termination of employment is due to his or her death or disability (as defined in the applicable Plan) and, in the case of the Fiscal 2016 and Fiscal 2017 restricted stock awards only, occurs after at least five consecutive years of employment with the Company, any unvested awards of restricted stock immediately vest
|
•
|
if the NEO's termination of employment is due to his or her disability and, in the case of the Fiscal 2016 and Fiscal 2017 option awards only, occurs after at least five consecutive years of employment with the Company, the stock options become vested in full and immediately exercisable for a period of ten years after any stock option grant date for non-qualified stock options; and
|
•
|
if the NEO's termination of employment is due to his or her death and, in the case of the Fiscal 2016 and Fiscal 2017 option awards only, occurs after at least five consecutive years of employment with the Company, the options shall become vested in full and immediately exercisable by the NEO's estate or legal representative following such termination of employment and shall thereafter, terminate.
|
•
|
payment of severance only relative to salary and target annual incentives rather than total taxable earnings;
|
•
|
a revised severance multiple of two times rather than three times base salary and annual target bonus for all executives other than Mr. Happe, whose multiple remains at three times;
|
•
|
a reduced severance window linked to termination of employment without cause or for good reason within two years of the date of the change in control rather than three years; and
|
•
|
a revised definition of Change in Control that utilizes a 30% acquisition trigger rather than a 20% trigger.
|
Name
|
|
Severance
(1)
|
|
Annual or Manage-ment Incentive Plan
(2)
|
|
LTIP / Performance Shares
(3)
|
|
Restricted Stock-Unvested and Accelerated
(4)
|
|
Stock Options-Unvested and Accelerated
(5)
|
|
Total Benefits
|
||||||||||||
Michael J. Happe
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retirement
(6)
or Voluntary Separation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Involuntary Termination for Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Change of Control:
(7)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Without Termination
|
|
—
|
|
|
—
|
|
|
$1,940,966
|
|
$802,951
|
|
$172,620
|
|
$2,916,537
|
||||||||||
Termination WIthout Cause/Good Reason
|
|
$4,878,721
|
|
$855,658
|
|
$1,940,966
|
|
$802,951
|
|
$172,620
|
|
$8,650,916
|
||||||||||||
Death
|
|
—
|
|
|
$855,658
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$855,658
|
||||||||
Disability
|
|
—
|
|
|
$855,658
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$855,658
|
||||||||
Bryan L. Hughes
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retirement
(6)
or Voluntary Separation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Involuntary Termination for Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Change of Control:
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Without Termination
|
|
—
|
|
|
—
|
|
|
$417,894
|
|
$352,634
|
|
—
|
|
|
$770,528
|
|||||||||
Termination WIthout Cause/Good Reason
|
|
$2,125,196
|
|
$405,277
|
|
$417,894
|
|
$352,634
|
|
—
|
|
|
$3,301,001
|
|||||||||||
Death
|
|
—
|
|
|
$405,277
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$405,277
|
||||||||
Disability
|
|
—
|
|
|
$405,277
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$405,277
|
||||||||
Stacy L. Bogart
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retirement
(6)
or Voluntary Separation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Involuntary Termination for Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Change of Control:
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Without Termination
|
|
—
|
|
|
—
|
|
|
$146,653
|
|
$373,000
|
|
—
|
|
|
$519,653
|
|||||||||
Termination WIthout Cause/Good Reason
|
|
$1,597,497
|
|
$211,813
|
|
$146,653
|
|
$373,000
|
|
—
|
|
|
$2,328,963
|
|||||||||||
Death
|
|
—
|
|
|
$211,813
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$211,813
|
||||||||
Disability
|
|
—
|
|
|
$211,813
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$211,813
|
||||||||
Donald J. Clark
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retirement
(6)
or Voluntary Separation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$4,574,055
|
|||||||
Involuntary Termination for Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$4,574,055
|
|||||||
Change of Control:
(7)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Without Termination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Termination WIthout Cause/Good Reason
|
|
$12,008,609
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$12,008,609
|
||||||||
Death
|
|
—
|
|
|
$4,574,055
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$4,574,055
|
||||||||
Disability
|
|
—
|
|
|
$4,574,055
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$4,574,055
|
||||||||
Brian D. Hazelton
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retirement
(6)
or Voluntary Separation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Involuntary Termination for Cause
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Change of Control:
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Without Termination
|
|
—
|
|
|
—
|
|
|
$502,676
|
|
$375,872
|
|
$43,916
|
|
$922,464
|
||||||||||
Termination WIthout Cause/Good Reason
|
|
$2,340,211
|
|
$173,054
|
|
$502,676
|
|
$375,872
|
|
$43,916
|
|
$3,435,729
|
||||||||||||
Death
|
|
—
|
|
|
$173,054
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$173,054
|
||||||||
Disability
|
|
—
|
|
|
$173,054
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$173,054
|
(1)
|
Severance upon a Change of Control equals an amount equal to three times the average of the aggregate annual compensation paid during our three fiscal years immediately preceding the Change of Control and excludes any payments required to cover IRC Section 280G obligations if applicable. Upon the execution of our revised Change in Control Agreements prior to December 31, 2018, severance equals an amount equal to two times (or three times in the case of our CEO) base salary and target annual incentive for executives party to these agreements.
|
(2)
|
Represents the NEOs' annual incentive eligibility pursuant to the
2018
Officers Incentive Compensation Plan (other than Mr. Clark) or
2018
Grand Design Management Incentive Plan (Mr. Clark).
|
(3)
|
Represents the LTIP incentive achieved pursuant to the Fiscal 2016-2018 LTIP, except by a termination pursuant to a Change of Control, which includes the full amount payable under the Fiscal
2016-2018
LTIP and the target amount estimated to be payable under the Fiscal
2017-2019
LTIP and the Fiscal
2018-2020
LTIP. Shares earned under these plans are subject to a one-year holding period post-vesting.
|
(4)
|
Represents the intrinsic value of stock grants based on our closing stock price of $37.30 per share on August 25, 2018, the last day of
Fiscal 2018
.
|
(5)
|
Represents the intrinsic value of stock options based on our closing stock price of $37.30 per share on August 25, 2018, the last day of
Fiscal 2018
.
|
(6)
|
Retirement under certain of the 2014 Plan award agreements is defined as attaining age 60 and five or more years of service with the Company.
|
(7)
|
The term "Change of Control" as used here is the term as defined in the 2014 Plan applicable to all awards granted prior to the Fiscal 2019 equity awards. Beginning with our Fiscal 2019 equity awards, under the 2019 Plan, the definition of Change in Control will be updated to include, among other things, a double trigger mechanism, as described further under "Change in Control Definitions and Triggers" on page 32.
|
•
|
We compared the payroll data for our employee population described above (minus our PEO) using a compensation measure consisting of base pay related wages paid during Fiscal 2018. Base pay related wages includes the amount of base salary the employee received during the year and all other pay elements related to base pay including, but not limited to holiday pay, paid time off, overtime and shift differentials. We did not include cash bonuses, commissions, equity grants or any adjustments for the value of benefits provided.
|
•
|
We annualized the base pay related wages of all full-time and part-time employees who were hired by the Company and its subsidiaries between August 26, 2017 and August 25, 2018.
|
•
|
Based upon base pay related wages of each employee, we identified a median employee and calculated that employee’s annual total compensation.
|
•
|
We determined annual total compensation, including any perquisites and other benefits, in the same manner that we determine the annual total compensation of our PEO for purposes of the Summary Compensation Table disclosed below.
|
|
As of August 25, 2018
(1)
|
After Approval of 2019 Plan
|
|||||
|
Shares Reserved for Issuance of Outstanding Awards
(1)
|
Shares Available for Future Awards
|
Shares Reserved for Issuance of Outstanding Awards
|
Shares Available for Future Awards
|
|||
2004 Plan
(2)
|
9,000
|
|
0
|
6,500
|
|
0
|
|
2014 Plan
(2)
|
469,704
|
|
1,677,481
|
|
353,347
|
|
0
|
2019 Plan
|
0
|
0
|
0
|
4,100,000
(3)
|
|||
Total
|
478,704
|
|
1,677,481
|
|
359,847
|
|
4,100,000
(3)
|
•
|
Updated definition of “Change in Control”
. The 2019 Plan definition increases the level of stock ownership required to trigger a change in control to 30%, up from 20% in the 2014 Plan and better reflects current market practices.
|
•
|
“Double trigger” acceleration of equity awards upon a Change in Control
. The 2019 Plan provides for vesting of time-based equity awards or performance-based equity awards based on both (1) the occurrence of a change in control and (2) an accompanying involuntary termination of service without cause or, if so provided by the Committee, a termination for good reason, within 24 months of the consummation of the change in control (other than in the event awards are not continued, assumed, or replaced in connection with a corporate transaction, in which case they will accelerate upon the change in control).
|
•
|
Increased flexibility of design
. The 2019 Plan increases flexibility for the design of performance-based awards following the repeal of the performance-based compensation exception under Section 162(m) of the Code.
|
•
|
Restrictions on dividends and dividend equivalents
. The 2019 Plan prohibits the payment of dividends or dividend equivalents on stock options and stock appreciation rights (“SARs”), and provides that unless otherwise specified in an award agreement, any dividends or dividend equivalents payable with respect to shares or share equivalents subject to the unvested portion of a full value award will be subject to the same restrictions and risk of forfeiture as the shares or share equivalents to which such dividends or dividend equivalents relate.
|
•
|
Net best cutbacks
. Like the 2014 Plan, the 2019 Plan does not provide any parachute payment gross-ups to its participants. The 2019 Plan also provides that if any benefits provided to a participant under the 2019 Plan or other Company compensation arrangements in connection with a change in control would constitute “parachute payments” within the meaning of Code Section 280G and result in the imposition of an excise tax on the participant under Code Section 4999, then the amount of such payments and benefits will either (i) be reduced to the extent necessary to avoid characterization as parachute payments and the imposition of the excise tax, or (ii) be paid in full and remain subject to the imposition of the excise tax, whichever results in the participant’s receipt on an after-tax basis of the greatest amount of payments and benefits.
|
•
|
Incorporates a fungible share design
. Full value awards (such as restricted stock units and performance stock units), count against the shares reserved for issuance at a 2.0:1 ratio (slightly lower than the 2.5:1 ratio under the 2014 Plan), while appreciation awards (such as SARs and stock options) continue to be counted against the share reserve at a 1:1 ratio.
|
•
|
Minimum vesting or performance period for all awards.
A minimum vesting or performance period of one year is prescribed for all awards, subject to limited exceptions.
|
•
|
No liberal definition of “change in control.”
No change in control would be triggered by shareholder approval of a business combination transaction, the announcement or commencement of a tender offer, or any board assessment that a change in control may be imminent.
|
•
|
No repricing of underwater options or stock appreciation rights without shareholder approval.
The 2019 Plan prohibits, without shareholder approval, actions to reprice, replace, or repurchase options or SARs when the exercise price per share of an option or SAR exceeds the fair market value of a share of our Common Stock.
|
•
|
No parachute payment gross-ups.
Like the 2014 Plan, the 2019 Plan does not provide any parachute payment gross-ups to its participants.
|
•
|
Limit on non
-
employee director awards
. The 2019 Plan subjects awards to individual non-employee directors under the 2019 Plan to an annual grant date fair value limit of $300,000, similar to the share limits included in in the 2014 Plan.
|
•
|
Limits on awards.
The 2019 Plan provides that the number of shares subject to options or SARS that may be granted to any one participant (other than a non-employee director) during any calendar year may not exceed 500,000, and that the annual grant date fair value of all full value awards that are granted to any one participant (other than a non-employee director) during any calendar year may not exceed $5,000,000. These limits update but do not effectively eliminate the share limits and dollar limits included in the 2014 Plan.
|
•
|
No discounted option or SAR grants.
The 2019 Plan requires that the exercise price of options or SARs be at least equal to the fair market value of our Common Stock on the date of grant (except in the limited case of “substitute awards” as described below).
|
•
|
A “change in control” generally refers to the acquisition by a person or group of beneficial ownership of 30% or more of the combined voting power of our voting securities, our continuing directors ceasing to constitute a majority of our Board, or the consummation of a corporate transaction as defined below (unless immediately following such corporate transaction all or substantially all of our previous holders of voting securities beneficially own 50% or more of the combined voting power of the resulting entity in substantially the same proportions).
|
•
|
A “corporate transaction” generally means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a merger, consolidation, share exchange or similar transaction involving the Company.
|
|
(a)
|
(b)
|
(c)
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
(1
($)
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in (a))
|
Equity compensation plans approved by shareholders - 2004 Plan
|
9,000
(2)
|
-
|
—
|
Equity compensation plans approved by shareholders - 2014 Plan
|
469,704
(3)
|
36.68
|
1,677,481
(4)
|
Equity compensation plans not approved by shareholders
(5)
|
47,366
(6)
|
-
|
(7)
|
Total
|
387,920
|
36.68
|
1,677,481
|
•
|
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended
August 25, 2018
of Winnebago Industries, Inc. (the “Audited Financial Statements”) with Winnebago Industries, Inc.'s Management.
|
•
|
The Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable PCAOB auditing standards.
|
•
|
The Audit Committee has received the written disclosures from Deloitte required by applicable requirements of the PCAOB regarding Deloitte's communications with the Audit Committee concerning independence, and has discussed with Deloitte its independence.
|
The Audit Committee
|
|
Richard D. Moss, Chair
|
|
Maria F. Blase
|
|
William C. Fisher
|
|
David W. Miles
|
|
Martha Tomson Rodamaker
|
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||
Audit Fees
(1)
|
$
|
1,051,000
|
|
|
$
|
1,162,000
|
|
Audit-Related Fees
(2)
|
26,000
|
|
|
303,000
|
|
||
Tax Fees
(3)
|
—
|
|
|
—
|
|
||
All Other Fees
(4)
|
—
|
|
|
—
|
|
||
Total
|
$
|
1,077,000
|
|
|
$
|
1,465,000
|
|
(1)
|
Represents fees for professional services provided for the audit of our annual financial statements, the audit of our internal control over financial reporting, review of our interim financial information and review of other SEC filings.
|
(2)
|
Represents fees for professional services provided for the audit of our benefit plan and due diligence services.
|
(3)
|
Represents fees for professional services related to tax compliance and tax planning.
|
(4)
|
Represents fees for professional services provided to us not otherwise included in the categories above.
|
|
By Order of the Board of Directors
|
|
|
October 31, 2018
|
/s/ Stacy L. Bogart
|
|
Stacy L. Bogart
|
|
Vice President - General Counsel
|
|
and Secretary
|