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): March 23, 2022
_______________________________
THOR Industries, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
Delaware | 1-9235 | 93-0768752 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
601 East Beardsley Avenue
Elkhart, Indiana 46514-3305
(Address of Principal Executive Offices) (Zip Code)
(574) 970-7460
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock (Par value $.10 Per Share) | THO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities 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. ☐
On March 25, 2022, THOR Industries, Inc. (the “Company”) announced the departure, effective April 29, 2022, of Josef Hjelmaker, who has served as the company’s Chief Innovation Officer since September of 2020. On March 23, 2022, Mr. Hjelmaker entered into a Separation Agreement and Release with the Company (the "Separation Agreement") in connection with his departure. The Separation Agreement provides for a lump-sum cash severance payment to Mr. Hjelmaker of $316,667 and the vesting, in September and October of 2022, of certain equity awards totaling 3,318 shares that would otherwise have been forfeited upon Mr. Hjelmaker's separation from the Company. The Separation Agreement also includes a release of claims made by Mr. Hjelmaker in favor of the Company and its officers, directors, employees, subsidiaries, affiliates, successors and assigns and certain confidentiality and non-disparagement covenants made by Mr. Hjelmaker. In addition, Mr. Hjelmaker agreed to certain non-interference, non-competition and customer and employee non-solicitation covenants that will apply for a period of one year following the effective date of his separation from the Company.
The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
On March 25, 2022, the Company issued a press release announcing the departure of Mr. Hjelmaker and the hiring of McKay Featherstone as Senior Vice President of Global Innovation. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including the press release attached hereto as Exhibit 99.1, is being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
(d) Exhibits
Exhibit Number | Description | |||
10.1 | Separation Agreement and Release, dated March 23, 2022 | |||
99.1 | Press release, dated March 25, 2022, issued by the Company | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THOR Industries, Inc. | ||
Date: March 25, 2022 | By: | /s/ Trevor Q. Gasper |
Trevor Q. Gasper | ||
Vice President, General Counsel and Corporate Secretary | ||
EXHIBIT 10.1
SEPARATION AGREEMENT AND RELEASE
This Separation and Release (the “Agreement”) is entered into this 23rd day of March, 2022, by and between THOR INDUSTRIES, INC. (“Thor”) and Josef Hjelmaker (“Employee”).
W I T N E S S E T H:
WHEREAS, Employee has been employed by Thor;
WHEREAS, Employee and Thor have agreed to terminate the employment relationship with Thor; and
WHEREAS, the parties acknowledge that there are numerous laws and regulations concerning employment and that, by entering into this Agreement, Employee will waive and release any rights, except those protected under applicable worker’s compensation laws, which he may have under these or any other laws.
NOW THEREFORE, in consideration of the mutual provisions and agreements contained herein, the parties hereto agree as follows:
1. Separation Date. Unless otherwise agreed to by both Thor and the Employee, Employee hereby agrees that he is no longer employed as an employee of Thor effective as of April 29, 2022 (“Separation Date”).
2. Severance and Other Benefits.
a) Severance. In express consideration for Employee utilizing reasonable best efforts to perform all tasks assigned to him through the Separation Date, upon the later of: (i) expiration of the seven (7) calendar day period after the execution of this Agreement; or (ii) the first regular payroll occurring after the Separation Date, Thor shall pay, in addition to any and all compensation paid by, or to be paid by, Thor to Employee for services performed through the Separation Date, to the sum of Two-Hundred-Fifty-Thousand dollars ($250,000), less appropriate withholdings, in one lump-sum cash severance, in accordance with Thor’s normal payroll sequence. Additionally, Thor will provide the employee the equivalent of 1/3 of the FY 2020 PSU grant, which otherwise would be awarded in October 2023, in the sum of Sixty-Six-Thousand and Six-Hundred-Sixty-Seven dollars ($66,667), less appropriate withholdings, in one lump-sum cash award. Thor will also award at vesting, the grant from September 2020 in the amount of Two-Thousand-Three-Hundred-Seventy-Seven shares (2,377), which is scheduled to vest in September 2022. Additionally, Thor will award the 1st tranche of Nine-Hundred-Forty-One shares (941) of the FY 2021 RSU Grant, which is scheduled to vest October 2022. All remaining shares from the FY 2021 RSU grant will be forfeited. Thor shall not be liable for any payments, cash or otherwise, hereunder if this Agreement is revoked pursuant to paragraph 9 of this Agreement. The lump-sum cash severance payment and PSU settlement cash payment will be directly deposited into the bank account as Employee’s ordinary payroll. Thor will notify the Employee when each of the award’s vest in accordance to their normal vesting schedule.
b) Healthcare Coverage Continuance. Employee shall receive separate materials that give the Employee the right to elect to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, at his own expense, for a period of eighteen (18) months from the Separation Date. This election must be made no later than sixty (60) days after the Separation Date.
c) Deferred Compensation. If applicable, under the Thor Industries, Inc. Deferred Compensation Plan, you may not make any further employee salary deferral contributions to the plan after April 29, 2022. In accordance to the terms as defined in the Plan Document, you will be notified by Fidelity of your disbursal options of all vested funds.
1 |
3. No Amounts Owing. Unless otherwise agreed to prior to the Employee’s separation date, Employee will receive his final regular pay on April 29, 2022. The final regular pay includes payment for Employee’s accrued but unused vacation, as applicable. Additionally, Employee will receive the FY 2022 Q3 Bonus Award on about June 15, 2022. This cash payment, less appropriate withholdings, will be directly deposited into the bank account as Employee’s ordinary payroll. In the absence of the severance and other payment outlined above in Paragraph 2(a), Employee acknowledges that he has received all earned wages and compensation due to him from Thor. Employee further agrees he has submitted all reasonable and necessary business expenses incurred prior to the date of termination in accordance with Thor’s policy.
4. Release. In consideration of the severance payment and the other promises contained herein, and as a material inducement to Thor to enter into this Agreement, Employee, on behalf of himself, his heirs, administrators, executors, agents, and assigns, forever release and discharges Thor, its officers, directors, employees, subsidiaries, affiliates, successors, attorneys, and assigns from any and all charges, claims, demands, judgments, actions, causes of action, damages, expenses, costs, attorney fees, and liabilities of any kind whatsoever, whether known or unknown, vested or contingent, in law, equity, or otherwise, which Employee has ever had, now has, or may hereafter have against Thor and for or on account of any matter, cause, or thing whatsoever which has occurred or will occur before the Separation Date, including without limitation of the generality of the foregoing, any and all claims which are related to the employment of Employee with Thor and the termination thereof, or any claim for salary, bonus, back pay, vacation pay, sums owing, or any other loss or damage of any form whatsoever, including any and all rights which Employee has or may have under the Age Discrimination in Employment Act of 1967, the Older Worker’s Benefits Protection Act, Title VII of the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family Medical Leave Act of 1993, and other federal and state statutes which regulate employment and the laws of contract, torts, and other subjects; provided, however, this Agreement shall not release Employee’s rights under Indiana Workers Compensation laws, if any.
5. Trade Secrets; Thor Property. Employee agrees to not disclose any confidential or proprietary information of Thor to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever. Confidential and proprietary information shall mean such information not generally known to the public that has been created by or disclosed to Employee as a consequence of Employee’s employment by Thor. Confidential Information includes any confidential and/or proprietary knowledge, data, or information owned, developed, or acquired by Company relating to Company or Company’s business, Customers, vendors, products, processes, know-how, designs, methods, research and development, data drawings, worksheets, concepts, inventions, improvements, marketing plans, business plans, budgets, unpublished financial statements, licenses, prices, costs, suppliers, and personnel. Employee shall return all Thor property in his possession, including, but not limited to, any keys, credit cards, cell phones, computers, printers, records, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, documents, property, computer hardware and software, computer programs, or reproductions of any aforementioned items belonging to Thor.
6. Confidentiality and Nondisparagement. Employee agrees that he shall not disparage Thor, its executive management, its Board, or any other employee or the business of Thor more generally.
7. Non-Solicitation and Non-Compete. Employee agrees to the following non-solicitation covenants for one (1) year after the Separation Date.
2 |
7.1 Customer non-solicitation. Employee shall not, whether directly or indirectly, solicit any of Company’s Customers or Company’s vendors with whom Employee had material contact during Employee’s employment with Company for the purpose of conducting any business with them which is substantially similar to the Business conducted or anticipated to be conducted by Company during Employee’s employment. “Material contact” means (1) actual contact with Customers or vendors, such as through the provision of services or sales visits or calls, (2) coming to know confidential information about a Company Customer or vendor, such as by obtaining pricing and sales information, or directing or coordinating other employees in calling, servicing, or soliciting Customers.
7.2 Employee non-solicitation. Employee shall not, directly or indirectly, solicit or induce any person employed by Company (and in whom Company has a legitimate protectible interest) or any person retained by Company as an independent contractor with whom Employee had business dealings or contact or about whom Employee acquired Confidential Information during Employee's employment with Company, to terminate an employment relationship or contract with Company or to obtain employment with another entity or person besides Company.
7.3 Interference with Business. Employee shall not, whether directly or indirectly, undertake any act with the intent to disrupt, impair, or interfere with the business of Company in any way, whether by way of interfering with or disrupting its relationships with Customers, agents, representatives, contractors, or suppliers, or otherwise.
7.4 Non-competition after employment. Non-competition after employment. Non-competition after employment. For one (1) year following the Separation Date, Employee may not become employed by, any business which is in the business manufacturing, supplying, marketing and sale of recreational vehicles (“RV”) throughout North America and Europe, identified in Exhibit A which Employee agrees is a range of territory over which his job experience with Company has given him influence, and will otherwise refrain from providing any such services to or for the benefit of any RV OEM whether employed by the OEM or another firm providing such services to the OEM.
7.5 Competitive Business. For one (1) year following the termination of Employee's employment, Employee will not, directly or indirectly, on Employee's own behalf or in connection with any other person, set up, establish, or otherwise hold more than a Passive Investment in any business entity that manufacturers, produces, exports, imports, distributes, or otherwise sells recreational vehicles and/or related goods or services.
7.6 Passive investment. Nothing in this Section 4 shall be deemed to prevent Employee from purchasing or owning, directly or beneficially, as a passive investment, less than one (1) % of any class of the publicly traded securities of any corporation.
8. Free Act and Deed. Employee states that he has carefully read this Agreement, knows the contents hereof, and that Employee has executed the same voluntarily as his own free act and deed. Thor states that it has carefully read this Agreement, knows the contents thereof, and that it has executed the same as its own free act and deed.
9. Advice of Counsel. Employee acknowledges that Thor has advised Employee to consult with an attorney before executing this Agreement. Employee acknowledges that he has had the opportunity to ask questions about each and every provision of this Agreement and that Employee fully understands the effect of the provisions contained herein and Employee’s legal rights.
10. Revocation Period; Acknowledgements. Employee represents and acknowledges to Thor that:
3 |
(a) Thor has reviewed the contents of the Agreement with Employee and advised his that he has a reasonable time, up to and including twenty-one (21) days, to consider whether or not to sign this Agreement.
(b) Employee was advised by Thor that he has seven (7) calendar days from the date of execution of this Agreement within which to revoke this Agreement and that all waivers, covenants-not-to-sue, and releases would not be effective until after seven (7) calendar days from the date of this Agreement. If he exercises his right to revoke this Agreement, written notice must be made to Ken Julian, Sr. Vice President of Administration and Human Resources, Thor Industries, Inc. 601 E. Beardsley Avenue, Elkhart, Indiana 46514 within the seven (7) calendar day period.
(c) If he revokes this Agreement, all consideration agreed to by Thor herein will be forfeited and this Agreement will become null and void and unenforceable by either him or Thor.
(d) He has not filed any claims or complaints with a court or administrative agency against Thor on or prior to the date of signing this Agreement.
(e) In executing this Agreement, he represents that he has entered into this Agreement knowingly, voluntarily, and with full knowledge and understanding of the provisions of this Agreement, including the rights he is waiving under the Age Discrimination in Employment Act of 1967, the Older Worker’s Benefits Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act, the Family and Medical Leave Act, Employee Retirement Income Security Act of 1974, any federal, state, local laws, rules, and regulations, and any common law in the State of Indiana, except for applicable worker’s compensation laws.
(f) Thor is under no obligation to offer the payment set forth in Section 2 above and Employee is under no obligation to accept the payment or consent to this Agreement.
(g) By entering into this Agreement, he is not relying on any statements or representations made by Thor, its officers, directors, shareholders, or employees that are not incorporated into this Agreement. Rather, he is relying upon his own judgment and the advice of counsel where he has elected to utilize independent counsel.
11. Entire Agreement. This Agreement represents a complete understanding between the parties, supersedes any and all other agreements and understandings, whether oral or written, and may not be modified, altered, or changed except upon written consent of the parties.
12. Governing Law. This Agreement shall be governed and construed in accordance with laws of the State of Indiana without giving effect to the principles of conflicts of law thereof.
13. No other Compensation. This Agreement and the separation payment referenced in paragraph 2 above are in lieu of any other compensation, bonus, benefit, separation pay, severance pay, holiday pay, or notice pay which Employee might otherwise receive.
14. Non-Admission of Liability. It is agreed and understood that neither the offer nor any negotiations or proceedings connected herewith nor the execution of this Agreement nor the payment of money shall constitute or be construed as an admission of any liability to, or of the validity of, any claims whatsoever. It is understood and agreed by Employee that by entering into this Agreement, Thor does not admit to having committed any violation of any rights Employee has or may have under any federal statute, state statute, local ordinance, or common law claim of the State of Indiana.
4 |
IN WITNESS WHEREOF, this Agreement has been executed on the date and year set forth above effective on the 23rd day of March.
THOR INDUSTRIES, INC.
By: /s/ Ken Julian____________________________________
Ken Julian
Its: Sr. Vice President Administration/Human Resources
EMPLOYEE
By: /s/ Josef Hjelmaker_______________________________
Josef Hjelmaker
5 |
EXHIBIT A
Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware District of Columbia Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri |
Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming |
EXHIBIT 99.1
THOR Industries Announces Changes to Innovation Team Leadership
ELKHART, Ind., March 25, 2022 (GLOBE NEWSWIRE) -- THOR Industries, Inc. (NYSE: THO) today announced the hiring of McKay Featherstone, currently Airstream’s Vice President of Product Development and Engineering, as the company’s Senior Vice President of Global Innovation. Josef Hjelmaker, who currently serves as the company’s Chief Innovation Officer since September of 2020, has begun transitioning his duties to Mr. Featherstone, and will provide continuous advice for a seamless transition and execution.
“Josef joined us in the middle of the pandemic and we assigned him the very specific and difficult task of bringing our eMobility strategy to life. The first step, from design to actual product in complicated vehicles like our electric RVs, is an incredibly challenging one. Josef fully met that challenge and delivered what is best in class electric RV designs to our industry, setting the standard on which our industry will build. He has been a great team member and will undoubtedly continue to have many successes in the space of innovation,” offered Bob Martin, THOR Industries, President and Chief Executive Officer.
“As we considered leadership of the next phase of our eMobility strategy which ultimately leads to industrialization, a sharp understanding of the importance of the RV customer experience and the challenges of delivering a viable go-to-market strategy for our electric RVs was essential. McKay has led innovation at Airstream for a number of years. In doing so, McKay has exhibited the skill set and awareness of the need to deliver products that maximize the user experience which is unmatched in our industry. We are excited to add McKay to our team at THOR and to have him lead our global innovation efforts,” offered Todd Woelfer, THOR’s Chief Operating Officer.
Mr. Featherstone will join the THOR team effective May 1st.
About THOR Industries, Inc.
THOR Industries is the sole owner of operating companies which, combined, represent the world’s largest manufacturer of recreational vehicles.
For more information on the Company and its products, please go to www.thorindustries.com.
Forward-Looking Statements
This release includes certain statements that are “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon THOR, and inherently involve uncertainties and risks. These forward-looking statements are not a guarantee of future performance. We cannot assure you that actual results will not differ materially from our expectations. Factors which could cause materially different results include, among others: the extent and impact from the continuation of the COVID-19 pandemic, along with the responses to contain the spread of the virus, or its variants, by various governmental entities or other actors, which may have negative effects on retail customer demand, our independent dealers, our supply chain, our labor force, our production or other aspects of our business; the ability to ramp production up or down quickly in response to rapid changes in demand while also managing costs and market share; the effect of raw material and commodity price fluctuations, and/or raw material, commodity or chassis supply constraints; the impact of war, military conflict, terrorism and/or cyber-attacks, including state-sponsored attacks; the impact of sudden or significant energy or fuel cost increases, including those caused by geopolitical events, on our costs of operation, on raw material prices, on our independent dealers or on retail customers; the impact of sudden or significant energy or fuel cost increases, including those caused by geopolitical events, on our costs of operation, on raw material prices, on our independent dealers or on retail customers; the dependence on a small group of suppliers for certain components used in production; the level and magnitude of warranty and recall claims incurred; the ability of our suppliers to financially support any defects in their products; legislative, regulatory and tax law and/or policy developments including their potential impact on our independent dealers, retail customers or on our suppliers; the costs of compliance with governmental regulation; the impact of an adverse outcome or conclusion related to current or future litigation or regulatory investigations; the impact of an adverse outcome or conclusion related to current or future litigation or regulatory investigations; public perception of and the costs related to environmental, social and governance matters; legal and compliance issues including those that may arise in conjunction with recently completed transactions; lower consumer confidence and the level of discretionary consumer spending; interest rate fluctuations and their potential impact on the general economy and, specifically, on our profitability and on our independent dealers and consumers; the impact of exchange rate fluctuations; restrictive lending practices which could negatively impact our independent dealers and/or retail consumers; management changes; the success of new and existing products and services; the ability to maintain strong brands and develop innovative products that meet consumer demands; the ability to efficiently utilize existing production facilities; changes in consumer preferences; the risks associated with acquisitions, including: the pace and successful closing of an acquisition, the integration and financial impact thereof, the level of achievement of anticipated operating synergies from acquisitions, the potential for unknown or understated liabilities related to acquisitions, the potential loss of existing customers of acquisitions and our ability to retain key management personnel of acquired companies; a shortage of necessary personnel for production and increasing labor costs to attract production personnel in times of high demand; the loss or reduction of sales to key independent dealers; disruption of the delivery of units to independent dealers; increasing costs for freight and transportation; asset impairment charges; competition; the impact of potential losses under repurchase agreements; the potential impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars; general economic, market and political conditions in the various countries in which our products are produced and/or sold; the impact of changing emissions and other related climate change regulations in the various jurisdictions in which our products are produced, used and/or sold; changes to our investment and capital allocation strategies or other facets of our strategic plan; and changes in market liquidity conditions, credit ratings and other factors that may impact our access to future funding and the cost of debt.
These and other risks and uncertainties are discussed more fully in our Quarterly Report on Form 10-Q for the quarter ended January 31, 2022 and in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2021.
We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this release or to reflect any change in our expectations after the date hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law.
CONTACTS
INVESTORS:
Mark Trinske, Vice President of Investor Relations
mtrinske@thorindustries.com
(574) 970-7912
MEDIA:
Renee Jones, Head of Marketing
rjones@thorindustries.com
574-294-7772