UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
WINNEBAGO INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) 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):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
[LOGO]
WINNEBAGO
INDUSTRIES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 15, 2002
To the Shareholders of WINNEBAGO INDUSTRIES, INC.
The Annual Meeting of Shareholders of Winnebago Industries, Inc. will be
held on Tuesday, January 15, 2002, at 7:30 p.m., Central Standard Time, at
Friendship Hall, Highway 69 South, Forest City, Iowa, for the following
purposes:
1. To elect three Class II directors to hold office for three-year terms;
and
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors of the Company has fixed the close of business on
November 19, 2001, as the record date for the determination of shareholders
entitled to notice of and to vote at this meeting and at any and all
adjournments thereof.
By Order of the Board of Directors
/s/ Raymond M. Beebe
RAYMOND M. BEEBE
SECRETARY
Forest City, Iowa
November 28, 2001
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE DATE,
SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE SO YOUR SHARES WILL BE
VOTED AT THE ANNUAL MEETING. A PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION
IS APPRECIATED.
WINNEBAGO INDUSTRIES, INC.
------------------
PROXY STATEMENT
------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Winnebago Industries, Inc., an Iowa corporation (the
"Company"), P.O. Box 152, Forest City, Iowa 50436, of proxies to be used at the
Annual Meeting of Shareholders of the Company to be held at Friendship Hall,
Highway 69 South, Forest City, Iowa on January 15, 2002, at 7:30 p.m., Central
Standard Time, and at any and all adjournments thereof. This Proxy Statement was
first mailed to shareholders on or about November 28, 2001.
Only holders of Common Stock of record at the close of business on November
19, 2001, will be entitled to vote at the Annual Meeting of Shareholders. At
such date, the Company had outstanding 20,620,294 shares of Common Stock, par
value $.50 per share ("Common Stock"). Each share of Common Stock entitles the
holder to one vote upon each matter to be voted upon at the meeting. A majority
of the outstanding shares of Common Stock will constitute a quorum for the
Annual Meeting of Shareholders. Election of each director and approval of any
other matters that may properly come before the Annual Meeting require the
affirmative vote of the holders of a majority of the shares of the Company's
Common Stock present or represented by proxy and voted at the meeting.
Abstentions and broker non-votes (i.e., shares held by a broker for its
customers that are not voted because the broker does not receive instructions
from the customer or because the broker does not have discretionary voting power
with respect to the item under consideration) will be counted as present for
purposes of determining the presence of a quorum. Abstentions and broker
non-votes will not have any effect on any matters at the Annual Meeting of
Shareholders.
A form of proxy is enclosed for use at the meeting. If the proxy is
executed and returned, it may nevertheless be revoked at any time insofar as it
has not been exercised. A person giving the enclosed proxy may revoke it by (i)
giving written notice to the Secretary, (ii) subsequently granting a later-dated
proxy or (iii) attending the annual meeting and voting in person. You may also
be represented by another person at the annual meeting by executing a proper
proxy designating that person. Unless revoked, the shares represented by validly
executed proxies will be voted at the meeting in accordance with the
instructions indicated thereon. Withholding authority to vote on a director
nominee will in effect count as a vote against the director nominee.
IF NO INSTRUCTIONS ARE INDICATED ON THE PROXY, IT WILL BE VOTED: (i) FOR
THE ELECTION OF THE THREE NOMINEES FOR DIRECTOR NAMED BELOW; AND (ii) IN THE
DISCRETION OF THE NAMED PROXIES UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
1
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table contains information with respect to the ownership of
the Common Stock by each person known to the Company who is the beneficial owner
of more than five percent of the outstanding Common Stock.
SHARES OF COMMON STOCK
NAME AND ADDRESS OF OWNED BENEFICIALLY AT PERCENT OF
BENEFICIAL OWNER NOVEMBER 19, 2001 COMMON STOCK
- --------------------------------------------------------- ----------------------- -------------
Hanson Capital Partners, L.L.C. and
Luise V. Hanson
c/o Mr. John V. Hanson
8880 South Ocean Drive #1110
Jensen Beach, Florida 34957 7,396,306(1) 35.9
Edward C. Johnson III, Abigail P. Johnson and FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109 2,238,390(2) 10.9
- ------------------
(1) Hanson Capital Partners, L.L.C. ("HCP") is a Delaware limited liability
company whose members are the Luise V. Hanson Qualified Terminable Interest
Property Marital Deduction Trust (the "QTIP Trust"), which has a 34.9%
membership interest in HCP, and the Luise V. Hanson Revocable Trust, dated
September 22, 1984 (the "Revocable Trust"), which has a 65.1% membership
interest in HCP. John V. Hanson (a director of the Company), Mary Joan
Boman (the wife of Gerald E. Boman, a director of the Company), Paul D.
Hanson and Bessemer Trust Company, N.A. act as co-trustees under the QTIP
Trust. Mrs. Luise V. Hanson is trustee of the Revocable Trust. By virtue of
the Revocable Trust's 65.1% membership interest in HCP and Mrs. Hanson's
role as trustee of the Revocable Trust, Mrs. Hanson has (a) sole voting
power with respect to the 7,396,306 shares owned of record by HCP and (b)
dispositive power with respect to the 7,396,306 shares owned of record by
HCP, except that disposition of all or substantially all of those shares
requires the unanimous approval of all members of HCP. As a result of the
foregoing, Mrs. Hanson is deemed a beneficial owner of the 7,396,306 shares
and consequently a controlling person of the Company. Mrs. Hanson is the
mother of John V. Hanson, Mary Joan Boman and Paul D. Hanson and the
mother-in-law of Gerald E. Boman.
(2) The number of shares owned as of August 10, 2001 according to a statement
on Schedule 13G filed with the Securities and Exchange Commission on August
10, 2001. Mr. Johnson serves as Chairman and Abigail P. Johnson is a
Director of FMR Corp. Mr. Johnson owns 12.0% and Abigail P. Johnson owns
24.5% of the outstanding voting stock of FMR Corp. Members of the Edward C.
Johnson III family own shares of common stock representing approximately
49% of the voting power of FMR Corp. Mr. Johnson and members of his family
may be deemed to form a controlling group with respect to the common voting
stock of FMR Corp.
Of these 2,238,390 shares of Common Stock:
o 1,982,590 are owned by Fidelity Management & Research Company, an
investment advisor and a wholly owned subsidiary of FMR Corp. Edward
J. Johnson, III, and FMR Corp. through its control of Fidelity
Management & Research Company each has sole power to dispose of these
shares.
o 184,400 are owned by Fidelity Management Trust Company, a bank and a
wholly owned subsidiary of FMR Corp. Mr. Johnson and FMR Corp. through
its control of Fidelity Management Trust Company each has sole power
to dispose of these shares and sole power to vote or direct the vote
of these shares.
o 71,400 are owned by Fidelity International Limited, an investment
advisor, which has the sole power to vote and dispose of these shares.
A partnership controlled by Mr. Johnson and members of his family owns
shares of Fidelity International Limited voting stock with the right
to cast 39.9% of the total votes which may be cast by all holders of
Fidelity International Limited voting stock.
No one client owns more than 5% of such shares.
The information contained in this footnote has been derived from
information contained in the Schedule 13G filed by FMR Corp. with the
Securities and Exchange Commission referred to above.
2
The following table contains information with respect to the ownership of
Common Stock by (i) each director, (ii) each nominee for election as a director,
(iii) each executive officer listed in the Summary Compensation Table and (iv)
the group named below.
SHARES OF COMMON STOCK
OWNED BENEFICIALLY AT PERCENT OF
NAME NOVEMBER 19, 2001(1) COMMON STOCK
- ----------------------------------------------------- ----------------------- -------------
Edwin F. Barker 62,994(4) (3)
Raymond M. Beebe 57,994(4) (3)
Gerald E. Boman 153,882(2)(4) (3)
Jerry N. Currie 16,000(4) (3)
Joseph W. England 11,236(4)(5) (3)
John V. Hanson 16,630(2)(4) (3)
Bruce D. Hertzke 148,570(4) (3)
James P. Jaskoviak 34,328(4) (3)
Gerald C. Kitch 24,997(4)(5) (3)
Robert J. Olson 38,983(4) (3)
Richard C. Scott 13,826(4)(5) (3)
Frederick M. Zimmerman 12,903(4)(5) (3)
Directors and officers as a group (16 persons) 650,094(4)(5) 3.1
- ------------------
(1) Includes shares held jointly with or by spouse and shares held as
custodian, beneficial ownership of which is disclaimed.
(2) See Note (1) to the preceding table.
(3) Less than one percent.
(4) Includes 43,333, 43,333, 16,000, 11,000, 10,000, 16,000, 105,916, 13,335,
16,000, 25,333, 6,000, 8,000 and 349,416 shares, respectively, which
Messrs. Barker, Beebe, Boman, Currie, England, Hanson, Hertzke, Jaskoviak,
Kitch, Olson, Scott, Zimmerman and the directors and officers as a group
have the right to acquire within 60 days of November 19, 2001, through the
exercise of stock options.
(5) Includes 1,236, 7,997, 7,826 and 3,653 Winnebago Stock Units, respectively,
held by Messrs. England, Kitch, Scott and Zimmerman, respectively, under
the Company's Directors' Deferred Compensation Plan as of November 1, 2001.
The Winnebago Stock Units are payable in an equal number of shares of
Common Stock upon the respective directors' termination of service as a
director, or January 1, 2008 in the case of Mr. England.
ITEM 1
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes with
staggered terms, each consisting of approximately one-third of the total number
of the members of the Board of Directors. Directors are elected for a term of
three years. At the Annual Meeting of Shareholders, the term of office of the
Class II directors will expire, and three persons will be nominated to serve in
that class until the Company's Annual Meeting of Shareholders in 2005 or until
their respective successors are elected. The terms of office of the Class III
and Class I directors will expire at the Company's Annual Meetings of
Shareholders in 2003 and 2004, respectively.
Discretionary authority is solicited to vote for the election of a
substitute for any of said nominees who, for any reason currently unknown,
cannot be a candidate for election. THE SHARES REPRESENTED BY THE ENCLOSED PROXY
WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES FOR CLASS II
DIRECTORS NAMED BELOW IF NO DIRECTION IS MADE OTHERWISE.
3
PRINCIPAL OCCUPATION YEAR FIRST
NAME (AGE)(1) AND OTHER DIRECTORSHIPS HELD BECAME A DIRECTOR
- ----------------------------- -------------------------------------------------- ------------------
CLASS II -- NOMINEES FOR DIRECTORS TO BE ELECTED TO SERVE UNTIL THE 2005 ANNUAL MEETING
Gerald E. Boman (66) Retired; former Senior Vice President, 1962
Winnebago Industries, Inc.
Jerry N. Currie (56) President & Chief Executive Officer of both 1996
CURRIES Company, manufacturer of steel
doors and frames for nonresidential construction
and GRAHAM Manufacturing, manufacturer of
wood doors for nonresidential construction
Frederick M. Zimmerman (65) Professor of Manufacturing Systems 1992
Engineering at The University of St. Thomas,
St. Paul, Minnesota
CLASS III -- DIRECTORS WHOSE TERMS EXPIRE AT THE 2003 ANNUAL MEETING
John V. Hanson (59) Retired; former Deputy Chairman of the Board 1996(2)
of Directors of Winnebago Industries, Inc.
Bruce D. Hertzke (50) Chairman of the Board, Chief Executive Officer 1997
and President, Winnebago Industries, Inc.
Mr. Hertzke is a director of MTS Systems Corp.
Gerald C. Kitch (63) Retired; former Executive Vice President, 1996
Pentair, Inc., diversified manufacturer of tools,
equipment and ammunition
CLASS I -- DIRECTORS WHOSE TERMS EXPIRE AT THE 2004 ANNUAL MEETING
Joseph W. England (61) Retired; former Senior Vice President of Deere 2001
& Company (a mobile power equipment
manufacturer). Mr. England is a director of
First Midwest Bancorp, Inc.
Richard C. Scott (67) Vice President of University Development at 1997
Baylor University, Waco, Texas. Mr. Scott is a
director of Citizens, Inc.
- ------------------
(1) Reference is made to "Voting Securities and Principal Holders Thereof."
(2) Also served as a director from 1967 to 1979 and from 1985 to 1989.
All of the foregoing have been employed in their principal occupation or
other responsible positions with the same organization for at least the last
five years or are currently retired after having served in responsible positions
with the organization indicated.
John V. Hanson and Gerald E. Boman are brothers-in-law.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board has established Audit, Human Resources and Nominating Committees
to assist it in the discharge of its responsibilities. The principal
responsibilities of each of these committees are described below.
The members of the Audit Committee are Messrs. England, Scott and
Zimmerman. Each year, the committee recommends to the Board the appointment of
independent public accountants to examine the books of the Company. It reviews
with representatives of the independent public accountants the auditing
arrangements and scope of the independent public accountants' examination of the
books, results of those audits, their fees and any problems identified by and
recommendations of the independent public accountants regarding internal
controls. The committee is also prepared to meet privately at any time at the
request of the independent public accountants or members of management
4
to review any special situation arising on any of the above subjects. Reference
is made to the "Report of the Audit Committee." The committee met three times
in fiscal 2001.
The Human Resources Committee, consisting of Messrs. Kitch, Scott and
Zimmerman, met four times in fiscal 2001. This committee makes recommendations
to the Board of Directors as to the salary of the Chief Executive Officer (CEO)
and sets the salaries and bonus payments, if any, of all other
employee-directors and elected officers. It also has responsibility for
administration of the Company's Incentive Compensation Plan and certain other
employee incentive plans.
The members of the Nominating Committee are Messrs. Hanson, Hertzke and
Kitch. This committee recommended to the Board the director-nominees proposed in
this Proxy Statement for election by the shareholders. It reviews the
qualifications of, and recommends to the Board, candidates to fill Board
vacancies as they may occur during the year. The Nominating Committee will
consider suggestions from all sources, including shareholders, regarding
possible candidates for director. Such suggestions, together with appropriate
biographical information, should be submitted to the Secretary of the Company.
See "2003 SHAREHOLDER PROPOSALS" for a summary of the procedures that
shareholders must follow. The committee met once in fiscal 2001.
The Board of Directors of the Company held five meetings during fiscal
2001. Actions taken by any committee of the Board are reported to the Board of
Directors, usually at its next meeting. During fiscal 2001, all of the directors
attended more than 75 percent of the aggregate of Board of Directors' meetings
and meetings of committees of the Board on which they served (while such
directors were members of the Board of Directors).
Employee directors receive no additional compensation for serving on the
Board or its Committees. Non-employee directors receive a retainer of $1,600 per
month and a $500 per day attendance fee for Board and Committee meetings.
Committee Chairmen receive a $750 per day attendance fee. Effective January 1,
2002, non-employee directors will receive a retainer of $1,666 per month and a
$750 per day attendance fee for Board and Committee meetings, with Committee
Chairmen to receive a $1,000 per day attendance fee. In addition, each Outside
Director under the 1997 Stock Option Plan (as those terms are defined below)
annually receives options for 2,000 shares. Directors are also reimbursed for
customary and usual travel expenses.
Effective April 1, 1997, the Board of Directors adopted the Winnebago
Industries, Inc. Directors' Deferred Compensation Plan (the "DIRECTORS' DEFERRED
COMPENSATION PLAN"). The purpose of the Directors' Deferred Compensation Plan is
to enable non-employee directors (the "PARTICIPANTS") to receive their fees and
retainers as members of the Board of Directors and Committees of the Board (the
"DEFERRED COMPENSATION" ) in a form other than as direct payments. A Participant
may elect to apply 100% of his or her Deferred Compensation to either but not
both of the following forms: "Money Credits" or "Winnebago Stock Units." Money
Credits are units credited in the form of dollars in accordance with the
Participant's election to such Participant's account established by the Company.
The Money Credits accrue interest from the credit date. The interest rate to be
applied to the Participant's Money Credits is the 30 year Treasury bond yield as
of the first business day of the plan year. The Board of Directors may from time
to time prescribe additional methods for the accrual of interest on Money
Credits with respect to Deferred Compensation. "Winnebago Stock Units" are units
credited in the form of Common Stock of the Company in accordance with the
Participant's election to such Participant's account established by the Company.
The Common Stock utilized for purposes of the Directors' Deferred Compensation
Plan will be treasury shares of the Company. Winnebago Stock Units will be
recorded in such Participant's account on the basis of the mean between the high
and the low prices of the Common Stock of the Company on the date upon which the
account is to be credited, as officially reported by the New York Stock
Exchange. Any Participant investing Deferred Compensation in Winnebago Stock
Units will receive a matching contribution from the Company equal to 25% of the
Deferred Compensation so invested.
A Participant's Winnebago Stock Unit account will vest at the rate of
33-1/3% for each of the first three complete 12 month periods of service as a
Director following the time such Winnebago Stock Units are credited to the
Director's Winnebago Stock Unit Account. Notwithstanding the above, the
Participant's Winnebago Stock Unit account will become fully vested upon his or
her attainment of age
5
69-1/2 while serving as a Director. In the event that a Participant terminates
his or her service as a Director, any unvested Winnebago Stock Units will be
forfeited by the Director and applied to future Company matching contributions.
The Winnebago Stock Units credited to Participant's accounts are included in the
Common Stock ownership table under "VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF."
In the event of any change in the outstanding shares of Common Stock of the
Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares or
other similar corporate change, then if the Directors' Deferred Compensation
Plan administrator determines, in its sole discretion, that such change
equitably requires an adjustment in the number of Winnebago Stock Units then
held in the Participant's Winnebago Stock Unit account, such adjustments will be
made by the Directors' Deferred Compensation Plan administrator and will be
conclusive and binding for all purposes of said plan.
In the event of a "change in the control of the Company," as defined in the
Directors' Deferred Compensation Plan, the Participant will receive a lump sum
distribution of his or her accounts within 30 days following his or her
termination of service as a Director after such change in control.
Notwithstanding the above, in no event will a Participant's receipt of a
distribution of Winnebago Stock Units from his or her accounts precede the
six-month anniversary of his or her election to convert Deferred Compensation
into Winnebago Stock Units.
The Winnebago Industries, Inc. 1997 Stock Option Plan (the "1997 STOCK
OPTION PLAN" ) provides that directors who do not hold a position of employment
with the Company or a subsidiary (the "OUTSIDE DIRECTORS" ) shall receive
nonqualified stock options and may not be granted incentive stock options. The
exercise price per share of options granted to Outside Directors shall be the
mean between the high and low prices for a share of the Company's Common Stock
on the New York Stock Exchange on the date of grant. Except for vesting upon the
occurrence of certain events which result in a change in control, unless
otherwise set forth in an agreement granting options under the 1997 Stock Option
Plan, no option is exercisable for six months after the date such option is
granted. Thereafter, nonqualified stock options are exercisable for a period of
not to exceed ten years from the date each such option is granted. Each Outside
Director of the Company on the effective date of the 1997 Stock Option Plan who
was not granted an option to purchase 10,000 shares under the Winnebago
Industries, Inc. Stock Option Plan for Outside Directors was automatically
granted nonqualified options to purchase 10,000 shares. Each Outside Director
who, after the effective date of the 1997 Stock Option Plan is elected or
appointed to the Board of Directors for the first time will, at the time such
Director is so elected or appointed and duly qualified, be granted automatically
a nonqualified stock option to purchase 10,000 shares at a per share price equal
to the fair market value of a share on the date of grant.
6
EXECUTIVE COMPENSATION
The following table contains certain information with respect to
compensation for services in all capacities paid by the Company and its
subsidiaries for the past three fiscal years, to or on behalf of (i) the Chief
Executive Officer of the Company at August 25, 2001, and (ii) each of the four
other most highly compensated executive officers of the Company serving at
August 25, 2001.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION(1) LONG TERM COMPENSATION
------------------------- -------------------------------------------------
RESTRICTED
FISCAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(2) AWARDS ($)(3) OPTIONS(4) COMPENSATION ($)(5)
- ----------------------------- -------- ----------- ------------- --------------- ------------ --------------------
Bruce D. Hertzke 2001 399,039 256,836 493,451 50,000 1,121
Chairman, Chief Executive 2000 332,693 454,099 327,050 27,000 993
Officer and President 1999 286,154 380,563 240,282 41,250 877
Edwin F. Barker 2001 193,077 85,220 188,369 10,000 1,427
Vice President and 2000 174,808 163,620 81,810 6,000 1,284
Chief Financial Officer 1999 159,801 145,739 72,869 10,000 1,158
Raymond M. Beebe 2001 193,077 85,220 188,369 10,000 2,132
Vice President, General 2000 174,808 163,620 81,810 6,000 1,887
Counsel and Secretary 1999 159,801 145,739 72,869 10,000 1,659
James P. Jaskoviak 2001 193,077 85,220 188,369 10,000 616
Vice President, Sales 2000 174,808 163,620 81,810 6,000 530
and Marketing 1999 159,801 145,739 72,869 10,000 488
Robert J. Olson 2001 193,077 85,220 188,369 10,000 424
Vice President, 2000 174,808 163,620 81,810 6,000 383
Manufacturing 1999 159,801 145,739 72,869 10,000 348
- ------------------
(1) No executive officer received personal benefits in excess of the lesser of
10% of cash compensation or $50,000.
(2) The bonus amounts include bonuses paid pursuant to the Company's Officers
Incentive Compensation Plan as well as bonuses paid in the discretion of
the Board of Directors, all as described under the caption "Report of the
Human Resources Committee on Executive Compensation."
(3) Awards consisted of restricted Common Stock and are valued at the aggregate
market value of the Common Stock as of the respective determination dates.
The awards in were made pursuant to the Officers Incentive Compensation
Plan, [except that the awards to Mr. Hertzke also included stock awards
made in the discretion of the Board of Directors.] All awards of the
restricted Common Stock vested immediately.
(4) The numbers in the table above represent options for the purchase of shares
of the Company's Common Stock granted to the named persons under the
Company's 1997 Stock Option Plan.
(5) Amounts of All Other Compensation are the portions of the premiums paid by
the Company pursuant to the Company's Executive Split-Dollar Life Insurance
Plan which constitute the economic benefit to the named executive officers.
The Plan provides for preretirement death benefits for the named executives
and certain other executive officers and annual or lump sum payment upon
retirement at age 65.
7
STOCK OPTIONS GRANTED IN FISCAL 2001
The following table provides information on options to purchase shares of
the Company's Common Stock granted to the executive officers named in the
Summary Compensation Table.
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
------------------------------------------------------------ AT ASSUMED ANNUAL
PERCENT OF RATES OF STOCK
TOTAL OPTIONS PRICE APPRECIATION
GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ---------------------
NAME GRANTED FISCAL 2001 SHARE ($) DATE 5% ($) 10% ($)
- ---------------------------- --------------- -------------- ---------------- ------------ --------- ----------
Bruce D. Hertzke ........... 50,000(1) 16.0(2) 12.4375(3) 10/11/2010 391,095 991,110
Edwin F. Barker ............ 10,000(1) 3.2(2) 12.4375(3) 10/11/2010 78,219 198,222
Raymond M. Beebe ........... 10,000(1) 3.2(2) 12.4375(3) 10/11/2010 78,219 198,222
James P. Jaskoviak ......... 10,000(1) 3.2(2) 12.4375(3) 10/11/2010 78,219 198,222
Robert J. Olson ............ 10,000(1) 3.2(2) 12.4375(3) 10/11/2010 78,219 198,222
- ------------------
(1) Stock options granted on October 11, 2000, under the Company's 1997 Stock
Option Plan. One-third of the options became exercisable on October 11,
2001, an additional one-third become exercisable on October 11, 2002, and
the final one-third on October 11, 2003.
(2) Based on total grants during fiscal 2001 of 312,000 shares.
(3) The exercise price per share represents the mean between the high and low
prices for a share of the Company's Common Stock on the New York Stock
Exchange on October 11, 2000.
AGGREGATED OPTION SHARES EXERCISED IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table provides information related to the stock options
exercised during fiscal 2001 and the number and value of unexercised options at
August 25, 2001, by the named executive officers.
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED,
NUMBER OF OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES AUGUST 25, 2001 AUGUST 25, 2001(2)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ------------- ------------- ------------- --------------- ------------- --------------
Bruce D. Hertzke ........... 24,000 $413,780 105,916 42,334 $1,755,374 $605,107
Edwin F. Barker ............ 31,000 508,333 43,333 8,667 777,611 122,929
Raymond M. Beebe ........... 31,000 508,333 43,333 8,667 777,611 122,929
James P. Jaskoviak ......... 12,000 324,240 13,335 8,667 201,383 122,929
Robert J. Olson ............ 8,000 178,640 25,333 8,667 424,001 122,929
- ------------------
(1) The value realized is the difference between the market price of the
Company's Common Stock on the date such options were exercised and the
exercise price.
(2) Represents the amount by which $28.02 (the closing price of the Company's
Common Stock on August 24, 2001 (August 25, 2001 being a non-business day))
exceeded the exercise prices of unexercised options. There is no guarantee
that, if and when these options are exercised, they will have this value.
PENSION PLANS
The Company does not provide pension benefits for its employees, including
executive officers.
8
REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE THIS PROXY STATEMENT IN WHOLE OR IN
PART, THE FOLLOWING REPORT AND THE PERFORMANCE GRAPH WHICH FOLLOWS SHALL NOT BE
DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
The Human Resources Committee of the Board is the compensation committee of
the Company. This Committee reviews and approves compensation plans for all
corporate officers, including salaries, profit sharing awards and stock option
grants.
In designing its compensation programs, the Company follows its belief that
compensation should reflect the value created for shareholders while furthering
the Company's strategic goals. In doing so, the compensation programs reflect
the following goals:
o Align the interests of management with those of shareholders;
o Provide fair and competitive compensation;
o Integrate compensation with the Company's business plans;
o Reward both business and individual performance; and
o Attract and retain key executives critical to the success of the
Company.
The Company's executive compensation is primarily based on three
components, each of which is intended to help achieve the overall compensation
philosophy; these are base salary, quarterly incentive awards and long-term
incentives.
Base salary levels for the Company's executive officers are set by the
Committee and approved by the Board of Directors. In determining base salary
levels and annual salary adjustments for executive officers, including the Chief
Executive Officer (CEO), the Committee considers market compensation levels of
similarly sized manufacturing companies as well as individual performance and
contributions.
The base salary of Mr. Hertzke as the CEO was $350,000 for the period from
the beginning of fiscal 2001 until January 1, 2001 and 425,000 thereafter and in
fiscal 2000 was $300,000 for the period from the beginning of fiscal 2000 until
January 1, 2000 and $350,000 thereafter. The CEO participates in the quarterly
incentive award program for officers and other key management personnel
described below. The Committee has not found it practicable to, and has not
attempted to, assign relative weights to the specific factors considered in
determining the CEO's compensation.
The Company's officers including the CEO are eligible for quarterly
incentive awards under the Company's Officers Incentive Compensation Plan (the
"INCENTIVE COMPENSATION PLAN" ). Under the Incentive Compensation Plan, the
incentive awards are based upon financial performance of the Company, as
established by the Board of Directors. The Compensation Plan is an annual
program that provides for quarterly cumulative measurements of financial
performance and an opportunity for quarterly incentive payments based on
financial results measured against the management plan adopted by the Board of
Directors (the "MANAGEMENT PLAN" ).
The financial performance measurements for the Incentive Compensation Plan
are earnings per share (EPS) and return on equity (ROE) of the Company. The
Board of Directors believes that these financial performance measurements
provide an appropriate balance between quantity and quality of earnings.
Stockholders' equity at the start of the Company's fiscal year is used as the
base figure for the calculation of ROE. The Committee believes that the
Incentive Compensation Plan provides an excellent link between the value created
for shareholders and incentives paid to participants.
Under the Incentive Compensation Plan, the amount of the participants'
incentive compensation for the quarter shall be in direct proportion to the
Company's financial performance expressed as a percentage (Financial Factor)
against the base salary bonus (Target) for each participant as determined by the
Board of Directors prior to the commencement of the fiscal year.
The Incentive Compensation Plan provides for a bonus (Target) of 60% of
base salary, comprised of (2/3) cash and (1/3) stock at 100% achievement of the
financial objectives of EPS and ROE for
9
participating officers, except the CEO. The Incentive Compensation Plan provides
for a bonus (Target) of 87.5% of base salary, comprised of (2/3) cash and (1/3)
stock at 100% achievement of the financial objectives of EPS and ROE for the
CEO.
The Committee reserves the right to modify the Financial Factor used in
determining the incentive compensation by plus or minus 20% based upon strategic
organizational priorities. Strategic performance is measured only at the end of
the fiscal year. Strategic measurements may focus on one or more of the
following strategic factors, but are not limited to those stated.
o Revenue Growth o Customer Satisfaction
o Market Share o Inventory Management
o Product Quality o Technical Innovation
o Product Introductions o Ethical Business Practices
Under the Incentive Compensation Plan, 50% of the total cash incentives
earned for the year are matched annually and paid in restricted stock to
encourage stock ownership and promote the long-term growth and profitability of
the Company.
In the event of a "Change in Control" (as defined in the Incentive
Compensation Plan) participants are entitled to receive awards (including the
annual stock match payment) within 15 days of the Effective Date (as defined in
the Incentive Compensation Plan) based on the Committee's estimate of the
Company's financial performance through the end of the fiscal year in which such
Change in Control occurs.
Financial performance of less than 80% of the Management Plan for both EPS
and ROE results in no bonus and the maximum bonus will be paid at attainment of
125% of the Management Plan for both elements.
As provided by the Incentive Compensation Plan, the Committee has the
discretion and authority to make any and all determinations necessary or
advisable for administration of the Incentive Compensation Plan. The Committee
decided and the Board of Directors approved the measurement of financial
performance for the third and fourth quarters of fiscal 2001 using only the EPS
element of the Incentive Compensation Plan against the financial plan as
previously established.
Mr. Hertzke received $256,836 in cash and $128,418 in restricted Common
Stock in fiscal 2001 and $454,099 in cash and $227,050 in restricted Common
Stock in fiscal 2000 pursuant to the Incentive Compensation Plan. In addition,
Mr. Hertzke was awarded discretionary bonuses of $100,000 in both fiscal 2001
and fiscal 2000 in restricted Common Stock based on the Committee's positive
assessment of his performance and contributions as CEO.
The Company's officers (including the CEO) are eligible for annual
incentive awards under the Company's Officers Long-Term Incentive Plan (the
"LONG-TERM INCENTIVE PLAN" ). The purpose of the Long-Term Incentive Plan is to
promote the long-term growth and profitability of the Company and to attract and
retain officers by providing the officers of the Company an opportunity for an
incentive award consisting of stock grants made in restricted shares of the
Company's Common Stock based on the achievement of long-term performance results
as measured at the end of a three year fiscal period.
The awards under the Long-Term Incentive Plan are based upon the Company's
financial performance as measured against the three year management plan
approved by the Board of Directors. The financial performance measurements for
the Long-Term Incentive Plan are EPS and ROE of the Company. Stockholders'
equity at the start of the Company's first fiscal year of the applicable plan
period is used as the base figure for the calculation of ROE.
Under the Long-Term Incentive Plan, the amount of the participants'
long-term incentive award for the three year fiscal period is in direct
proportion to the Company's financial performance expressed as a percentage
(Financial Factor) against award targets for each participant determined by the
Board of Directors prior to the commencement of the three fiscal year period.
The Company's financial results for the three fiscal year period are used in
determining the Financial Factor to be used for that plan period when
calculating the participants long-term incentive awards.
10
The long-term incentive for the officers provides for an opportunity of 25%
of the annualized base salary (Target) to be awarded in restricted stock at 100%
achievement of the financial long-term objectives of EPS and ROE. The annualized
base salary figure used is the salary in place for each participant as of
January 2001. The stock target opportunity is established by dividing the base
salary target by the mean stock price as of the first business day of the three
fiscal year period. The resultant stock unit share opportunity (at 100% of the
three fiscal year management plan) will be adjusted up or down as determined by
actual financial performance expressed as a percentage (Financial Factor) at the
end of the three fiscal year period.
In the event of a "Change in Control" (as defined in the Long-Term
Incentive Plan) participants are entitled to receive awards within 15 days of
the Effective Date (as defined in the Long-Term Incentive Plan) based on the
Committee's estimate of the Company's financial performance through the end of
the Long-Term Incentive Plan three fiscal year period in which such Change in
Control occurs.
A participant must be employed by the Company at the end of the three
fiscal year period to be eligible for any long-term incentive award except as
waived by the Committee for normal retirement and disability.
Mr. Hertzke received $265,033 in fiscal 2001 in restricted Common Stock
pursuant to the Long-Term Incentive Plan for the three year fiscal period ending
August 25, 2001.
Other long-term incentives, provided through grants of stock options to the
named executives and others, are intended to retain and motivate executives to
seek to improve long-term stock market performance. Stock options are granted at
the prevailing market price and will only have value if the Company's stock
price increases. No option is exercisable until six months after the date such
option is granted. Thereafter, options are exercisable during the period thereof
at such time or times and in such amount or amounts as determined by the
Committee. No option may be exercised more than ten years from the date of its
grant. Executives must be employed by the Company at the time of vesting in
order to exercise options. The Committee awarded Mr. Hertzke stock options for
50,000 shares of the Company's Common Stock in fiscal 2001 and stock options for
27,000 shares of the Company's Common Stock in fiscal 2000 under the 1997 Stock
Option Plan.
Since all options are granted at the then-current market price, the value
of an option bears a direct relationship to the Company's stock price and is an
effective incentive for executives to create value for shareholders. The
Committee, therefore, views stock options as an important component of its
long-term performance-based compensation philosophy, but does not believe that
granting options every year is necessary to achieve such goals.
No member of the Human Resources Committee is a current or former officer
or employee of the Company or any of its subsidiaries.
Gerald C. Kitch Richard C. Scott Frederick M. Zimmerman
Members of the Human Resources Committee
of the Board of Directors
11
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total shareholder
return (including reinvestment of dividends) of the Company with the cumulative
total return on the Standard & Poor's 500 Index and a peer group1 of companies
over the period indicated. It is assumed in the graph that $100 was invested in
the Company's Common Stock, in the stock of the companies in the Standard &
Poor's 500 Index and in the stocks of the peer group companies on August 30,
1996 and that all dividends received within a quarter were reinvested in that
quarter. In accordance with the guidelines of the SEC, the shareholder return
for each entity in the peer group index have been weighted on the basis of
market capitalization as of each annual measurement date set forth in the graph.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
- -------------------------------------------------------------------------------------------------------------------------
COMPANY NAME/INDEX 8/30/96 8/29/97 8/28/98 8/27/99 8/25/00 8/24/01
- ------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
Winnebago Industries, Inc. ......... 100.00 105.98 143.81 313.74 170.04 376.60
S&P 500 Index ...................... 100.00 140.65 152.03 212.58 247.27 186.97
Peer Group ......................... 100.00 118.17 137.45 130.96 88.55 112.73
* $100 invested on 8/30/1996 in stock or index - including reinvestment of
dividends.
(1) The peer group companies, consisting of Coachmen Industries, Inc.,
Fleetwood Enterprises, Inc., Monaco Coach Corporation, National R.V.
Holdings, Inc., Thor Industries, Inc. and Winnebago Industries, Inc. were
selected by the Company on the basis of the similarity of their business to
that of the Company.
12
REPORT OF THE AUDIT COMMITTEE
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE THIS PROXY STATEMENT IN WHOLE OR IN
PART, THE FOLLOWING REPORT AND THE AUDIT COMMITTEE CHARTER ATTACHED HERETO AS
APPENDIX A SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILINGS.
The Audit Committee hereby reports as follows:
1. The Audit Committee has reviewed and discussed the audited financial
statements for the fiscal year ended August 25, 2001 (the "Audited Financial
Statements") with Winnebago Industries, Inc.'s management.
2. The Audit Committee has discussed with Deloitte & Touche LLP, the
Company's independent accountants, the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees), as
in effect on the date of this Proxy Statement.
3. The Audit Committee has received the written disclosures and the letter
from Deloitte & Touche LLP required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees), as in effect on the date of
this Proxy Statement, and has discussed with Deloitte & Touche LLP its
independence.
4. Based on the review and discussion referred to in paragraphs (1) through
(3) above, the Audit Committee recommended to the Board of Directors of
Winnebago Industries, Inc., and the Board has approved, that the Audited
Financial Statements be included in Winnebago Industries, Inc.'s Annual Report
on Form 10-K for the fiscal year ended August 25, 2001, for filing with the
Securities and Exchange Commission.
A copy of the Audit Committee Charter, as last updated as of November 28,
2001, is attached to this Proxy Statement as Appendix A.
THE AUDIT COMMITTEE:
Joseph W. England (Chair)
Frederick M. Zimmerman
Richard C. Scott
AUDIT AND NON-AUDIT FEES
For the fiscal year ended August 25, 2001, fees for services provided by
Deloitte & Touche LLP were as follows:
A. Audit Fees $158,700
B. Financial Information Systems Design and Implementation Fees $-0-
C. All Other Fees: Tax, Actuarial and Benefit Services $112,700
The Audit Committee considered whether the provision of tax, actuarial and
benefit services by Deloitte & Touche LLP, Winnebago Industries, Inc.'s
independent accountants, to Winnebago is compatible with maintaining Deloitte &
Touche's independence.
CHANGE IN CONTROL ARRANGEMENTS
During fiscal 2001, the Board of Directors approved Executive Change of
Control Agreements (the "AGREEMENTS" ) for each of the named executive officers
in the "Summary Compensation Table" as well as certain other executive officers.
The purpose of the Agreements is to reinforce and encourage such executives to
maintain objectivity and a high level of attention to their duties without
distraction from the possibility of a change of control of the Company. These
Agreements provide that in the event of a "Change of Control" of the Company, as
that term is defined in the Agreements and summarized below,
13
each such executive (PROVIDED such Change of Control occurs when the executive
is in the employ of the Company) would receive, in the event he ceases to be
employed by the Company within three years following a Change of Control of the
Company (for a reason other than death, disability, willful misconduct, normal
retirement or under certain circumstances a voluntary termination of employment
by the executive), a lump sum equal to three times the average of the aggregate
annual compensation paid to the executive during the three fiscal years
preceding the Change of Control.
In addition, under the Agreements, if an executive's employment is
terminated (other than as described above) within three years following a Change
of Control (PROVIDED the Change of Control occurs when the executive is in the
employ of the Company) the executive would be entitled to (i) life, dental,
vision, long term disability and health insurance benefits for three years
following such "Change of Control" (PROVIDED that in the case of the dental,
vision and health insurance benefits, such benefits shall be extended to the
time the executive reaches age 65), (ii) transfer of title to the company car,
if any, then utilized by such executive to such executive, (iii) continued
coverage, at the Company's expense, in the Executive Split Dollar Life Insurance
Program, under certain circumstances until the later of the time the executive
reaches age 55 or three years following the executive's termination, (iv)
immediate vesting under the Company's Deferred Compensation and Deferred Bonus
Plans and immediate vesting of all stock options and rights, (v) purchase by the
Company, at the option of the executive, of any restricted stock then owned by
the executive at the fair market value thereof and (vi) a cash payment of the
amount necessary to ensure that the payments or value of the benefits listed in
this paragraph and the immediately preceding paragraph are not subject to net
reduction due to the imposition of federal excise taxes.
Under the Agreements, a "Change of Control" occurs when (i) any person or
other entity (except for the Company and certain Hanson family members or
certain related persons or entities to the Company or such Hanson family
members) acquires 20% or more of the outstanding stock of the Company or (ii)
individuals who shall qualify as Continuing Directors (as defined below) shall
have ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; PROVIDED, HOWEVER, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors.
"CONTINUING DIRECTOR" means (i) any member of the Company's Board of Directors,
while such person is a member of the Board, who is not an affiliate or associate
of any person or group described in clause (i) of the preceding sentence (an
"ACQUIRING PERSON" ) or of any such acquiring person's affiliate or associate
and was a member of the Board prior to the time when such acquiring person shall
have become an acquiring person, and (ii) any successor of a Continuing
Director, while such successor is a member of the Board, who is not an acquiring
person or any affiliate or associate of any acquiring person or a representative
or nominee of an acquiring person or of any affiliate or associate of such
acquiring person and is recommended or elected to succeed the Continuing
Director by a majority of the Continuing Directors.
CERTAIN TRANSACTIONS WITH MANAGEMENT
The Company maintains normal banking relations on customary terms with
Manufacturer's Bank & Trust Company, Forest City and Crystal Lake, Iowa.
Manufacturer's Bank & Trust Company is a wholly owned subsidiary of MBT Corp.
Mr. John V. Hanson owns approximately 33-1/3 percent of record and beneficially
of MBT Corp.'s outstanding stock. Mr. John V. Hanson is also a director of the
Bank and MBT Corp. In addition, Mary Jo Boman, the wife of Gerald E. Boman, owns
approximately 33-1/3 percent of record and beneficially of MBT Corp.'s
outstanding stock and is a director of the Bank and MBT Corp.
14
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT" ) requires the Company's officers and directors and persons who
own more than ten percent of the Company's Common Stock (collectively "REPORTING
PERSONS" ) to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC" ) and the New York Stock Exchange.
Reporting Persons are required by the SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on its review of
the copies of such forms received or written representations from certain
Reporting Persons that no Forms 5 were required for those persons, the Company
believes that, during fiscal year 2001, all the Reporting Persons complied with
all applicable filing requirements, except that Hanson Capital Partners, L.L.C.
("HCP" ), Luise V. Hanson, John V. Hanson, Gerald E. Boman, Mary Jo Boman and
Paul D. Hanson each inadvertently filed a late Form 4 relating to the July 2001
distribution by HCP of a total of 585,000 shares of Common Stock to its members
and the sale in July 2001 by its members of such shares in a total of eight
transactions.
2003 SHAREHOLDER PROPOSALS
If a shareholder intends to present a proposal at the Company's January
2003 Annual Meeting of Shareholders and desires that the proposal be included in
the Company's proxy statement and form of proxy for that meeting, the proposal
must be in compliance with Rule 14a-8 under the Exchange Act and received at the
Company's principal executive offices no earlier than September 18, 2002 and no
later than October 17, 2002.
The Company's bylaws require that in order to nominate persons to the
Company's Board of Directors, a shareholder must provide advance written notice
to the secretary of the Company, which notice must be delivered to or mailed and
received at the Company's principal executive offices not less than 90 days nor
more than 120 days before the anniversary of the preceding year's annual meeting
of shareholders. The Company's bylaws also require that in order to present a
proposal for action by shareholders at an annual meeting of shareholders, a
shareholder must provide advance written notice to the secretary of the Company,
which notice must contain detailed information specified in the Company's
bylaws. This notice must be delivered to or mailed and received at the Company's
principal executive offices not less than 90 days nor more than 120 days before
the anniversary of the preceding year's annual meeting of shareholders. As to
any proposal that a shareholder intends to present to shareholders without
inclusion in the Company's proxy statement for the Company's January 2003 Annual
Meeting of Shareholders, the proxies named in management's proxy for that
meeting will be entitled to exercise their discretionary authority on that
proposal by advising shareholders of such proposal and how they intend to
exercise their discretion to vote on such matter, unless the shareholder making
the proposal solicits proxies with respect to the proposal to the extent
required by Rule 14a-4(c)(2) under the Exchange Act.
GENERAL
Deloitte & Touche LLP has been selected as the Company's accountants for
the current fiscal year upon the recommendation of the Audit Committee. Deloitte
& Touche LLP have been the Company's accountants for 16 years. Representatives
of that firm are expected to be present at the Annual Meeting with the
opportunity to make a statement if they desire to do so and to be available to
respond to appropriate questions.
The cost of this proxy solicitation will be borne by the Company.
Solicitation will be made primarily through the use of the mail, but officers,
directors or regular employees of the Company may solicit proxies personally or
by telephone or telegraph without additional remuneration for such activity. In
addition, the Company will reimburse brokerage houses and other custodians,
nominees or fiduciaries for their reasonable expenses in forwarding proxies and
proxy material to the beneficial owners of such shares.
15
A copy of the Company's Annual Report for the fiscal year ended August 25,
2001, which includes audited financial statements, has accompanied this proxy
statement. The financial statements contained therein are not deemed material to
the exercise of prudent judgment in regard to any matter to be acted upon at the
Annual Meeting and, therefore, such financial statements are not incorporated in
this Proxy Statement by reference.
As of the date of this Proxy Statement, management knows of no other
matters to be brought before the Annual Meeting. However, if any other matters
should properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote thereon in accordance with their best
judgment.
By Order of the Board of Directors
/s/ Raymond M. Beebe
RAYMOND M. BEEBE
SECRETARY
November 28, 2001
16
APPENDIX A
WINNEBAGO INDUSTRIES, INC.
AUDIT COMMITTEE CHARTER
PURPOSE:
The Audit Committee of the Board of Directors assists the Board in
fulfilling its responsibility for oversight of the quality and integrity of the
accounting, auditing and reporting practices of the Company and such other
duties as directed by the Board. The Committee is expected to maintain free and
open communication (including private executive sessions at least annually) with
the independent accountants and the management of the Company. In discharging
this oversight role, the Committee is empowered to investigate any matter
brought to its attention, with full power to retain external auditors, outside
counsel or other experts for this purpose. The Audit Committee shall review this
Charter annually and recommend any proposed changes to the Board for approval.
AUDIT COMMITTEE COMPOSITION AND MEETINGS:
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, free from
any relationship that, in the opinion of the Board, may interfere with the
exercise of his or her independent judgment. All members of the Committee shall
meet the requirements as required by the New York Stock Exchange or other
applicable regulatory requirements.
Audit Committee members shall be appointed by the Board on recommendation
of the Nominating Committee. If an Audit Committee Chair is not designated or
present, the members of the Committee may designate a Chair by majority vote of
the Committee membership.
The Committee shall meet at least four times annually (in the absence of
unusual circumstances), or more frequently as circumstances dictate. The Audit
Committee Chair shall approve an agenda in advance of each meeting. The Audit
Committee shall report its activities to the Board of Directors on a regular
basis and make such recommendations as the Audit Committee may deem necessary or
appropriate.
AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES:
Recommend to the Board the appointment of the independent auditor that
audits the financial statements of the Company, which firm is ultimately
accountable to the Board (as assisted by the Audit Committee) . In the process,
the Committee will discuss and consider the auditor's written affirmation that
the auditor is in fact independent, will discuss the nature and rigor of the
audit process, receive and review all reports and will provide to the
independent auditors full access to the Committee (and the Board) to report on
any and all appropriate matters. The Board, as assisted by the Audit Committee,
shall have the ultimate authority and responsibility to evaluate the performance
of the independent auditor and, where appropriate, replace the independent
auditor.
Review the independent auditors audit plan -- discuss scope, staffing,
locations, reliance upon management, and internal audit and general audit
approach. Approve the fees and other significant compensation to be paid to the
independent auditors.
Review the Company's annual audited financial statements prior to filing or
distribution. Review should include discussion with management and independent
auditors of significant issues regarding accounting principles, practices, and
judgments. Advise management and the external auditors that they are expected to
provide to the Audit Committee a timely analysis of significant financial
reporting issues and practices; and obtain from the external auditors' assurance
that the audit was conducted in a manner consistent with Section 10A of the
Securities Exchange Act of 1934, as amended, which sets forth certain procedures
to be followed in any audit of financial statements required under the
Securities Exchange Act of 1934, as amended.
17
Review with financial management and the independent auditors the Company's
quarterly financial results prior to the release of earnings and/or the
Company's quarterly financial statements prior to filing or distribution.
Discuss any significant changes to the Company's accounting principles and any
items required to be communicated by the independent auditors in accordance with
Statement of Auditing Standards 61.
In consultation with the management and the independent auditors, consider
the adequacy and effectiveness of the Company's financial reporting processes
and controls. Discuss significant financial risk exposures and the steps
management has taken to monitor, control, and report such exposures. Review
significant findings prepared by the independent auditors together with
management's responses. The review shall include any significant problems and
material disputes between management and the independent auditors and a
discussion with the independent auditors out of management's presence of the
quality of the Company's accounting principles as applied in its financial
reporting, the clarity of the Company's financial disclosures and a discussion
of other significant decisions made by management in preparing the financial
disclosure and reviewed by the independent auditors.
Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance policies
and any material reports or inquiries received from regulators or governmental
agencies.
Meet at least annually with the Chief Financial Officer and the independent
auditors in separate executive sessions.
Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take appropriate
action to satisfy itself of the independence of the auditor.
Review Company's policies and practices related to compliance with the law,
Code of Ethical Conduct, and conflicts of interest, to be satisfied that such
policies are adequate and adhered to by the Company and its executive officers
and directors.
Annually prepare a report to shareholders as required by the Securities and
Exchange Commission. The report should be included in the Company's annual proxy
statement.
Although the Audit Committee has the responsibilities and powers set forth
in this Charter, the function of the Audit Committee is oversight. The members
of the Audit Committee are not full-time employees of Winnebago Industries, Inc.
and may not be, and may not represent themselves to be or to serve as,
accountants or auditors by profession or experts in the fields of accounting or
auditing. Consequently, in carrying out its oversight responsibilities, the
Audit Committee is not providing any expert or special assurance as to Winnebago
Industries' financial statements or any professional certification as to the
work of the independent auditors. It is not the duty of the Audit Committee to
conduct investigations, to resolve disagreements, if any, between management and
the independent auditor or to assure compliance with laws and regulations and
the Company's Code of Ethical Conduct. The Audit Committee shall be entitled to
rely on (i) the integrity of those persons and organizations within and outside
the Company from which it receives information, (ii) the accuracy of the
financial and other information provided to the Audit Committee by such persons
or organizations absent actual knowledge to the contrary, and (iii)
representations made by management as to any information technology, internal
audit and other non-audit services provided by the auditors to the Company.
18
[LOGO]
WINNEBAGO
INDUSTRIES
ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, JANUARY 15, 2002
7:30 P.M. CENTRAL STANDARD TIME
FRIENDSHIP HALL
HIGHWAY 69 SOUTH
FOREST CITY, IOWA
WINNEBAGO INDUSTRIES, INC.
FOREST CITY, IOWA PROXY
- --------------------------------------------------------------------------------
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR ANNUAL
MEETING ON JANUARY 15, 2002.
The undersigned hereby appoints Gerald E. Boman and Bruce D. Hertzke, or either
one of them, the undersigned's attorneys and proxies, with full power of
substitution, to vote all shares of Common Stock of Winnebago Industries, Inc.
which the undersigned is entitled to vote, as fully as the undersigned could do
if personally present, at the Annual Meeting of Shareholders of said corporation
to be held at Friendship Hall, Highway 69 South, Forest City, Iowa on the 15th
day of January, 2002, at 7:30 p.m., Central Standard Time, and at any and all
adjournments thereof.
(CONTINUED, AND TO BE SIGNED AND DATED, ON THE OTHER SIDE.)
[DOWN ARROW] PLEASE DETACH HERE [DOWN ARROW]
- - - - - - - - - -
| |
| |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1. |
1. Election of directors:
01 Gerald E. Boman [ ]Vote FOR all nominees [ ]Vote WITHHELD
02 Jerry N. Currie listed at left (except from all nominees
03 Frederick M. Zimmerman as marked to the contrary
below)
_________________________
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR | |
ANY INDICATED NOMINEE, WRITE THE NUMBER(S) OF THE | |
NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) |_________________________|
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED (i) FOR THE ELECTION OF THE NOMINEES LISTED IN ITEM 1; AND (ii) IN THE
DISCRETION OF THE NAMED PROXIES UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
Address Change? Mark Box [ ]
Indicate changes below: Date ________________________________
___________________________________
| |
| |
|___________________________________|
Signature(s) in Box
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When
signing as administrator, attorney,
executor, guardian or trustee, please
give full title as such. If a
corporation, authorized officer
please sign full corporate name and
indicate office held.
| |
| |
| |
- - - - - - - - - -