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:
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[_] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[LOGO] WINNEBAGO INDUSTRIES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 14, 2003
To the Shareholders of
WINNEBAGO INDUSTRIES, INC.
The Annual Meeting of Shareholders of Winnebago Industries, Inc. will be
held on Tuesday, January 14, 2003, 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 III 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 12, 2002, 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 25, 2002
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 14, 2003, 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 25, 2002.
Only holders of Common Stock of record at the close of business on
November 12, 2002, will be entitled to vote at the Annual Meeting of
Shareholders. At such date, the Company had outstanding 18,757,263 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 12, 2002 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 5,296,306(1) 28.2
Edward C. Johnson III, Abigail P. Johnson and FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109 2,695,350(2) 14.4
- ------------------
(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 5,296,306 shares owned of record by HCP
and (b) dispositive power with respect to the 5,296,306 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
5,296,306 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 February 14, 2002 according to a statement
on Schedule 13G filed with the Securities and Exchange Commission on
February 14, 2002. 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 2,695,350 shares of Common Stock:
o 3,281,420 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 308,730 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 105,200 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 12, 2002(1) COMMON STOCK
- ----------------------------------------------------- ----------------------- -------------
Edwin F. Barker 38,071(4) (3)
Raymond M. Beebe 38,071(4) (3)
Gerald E. Boman 152,922(2)(4) (3)
Jerry N. Currie 18,000(4) (3)
Joseph W. England 14,089(4)(5) (3)
John V. Hanson 18,130(2)(4) (3)
Bruce D. Hertzke 159,980(4) (3)
James P. Jaskoviak 28,739(4) (3)
Gerald C. Kitch 27,843(4)(5) (3)
Robert J. Olson 35,322(4) (3)
Richard C. Scott 16,651(4)(5) (3)
Frederick M. Zimmerman 12,330(4)(5) (3)
Directors and officers as a group (16 persons) 608,894(4)(5) 3.2
- ------------------
(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 23,667, 23,667, 18,000, 13,000, 12,000, 18,000, 102,335, 17,001,
18,000, 14,666, 8,000, 7,000 and 298,335 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 12, 2002, through the
exercise of stock options.
(5) Includes 2,089, 8,843, 8,651 and 4,080 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,
2002. 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 III directors will expire, and three persons will be nominated to serve
in that class until the Company's Annual Meeting of Shareholders in 2006 or
until their respective successors are elected. The terms of office of the Class
I and Class II directors will expire at the Company's Annual Meetings of
Shareholders in 2004 and 2005, 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 III
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 III -- NOMINEES FOR DIRECTORS TO BE ELECTED TO SERVE UNTIL THE 2006 ANNUAL MEETING
John V. Hanson (60) Retired; former Deputy Chairman of the Board 1996(2)
of Directors of Winnebago Industries, Inc.
Bruce D. Hertzke (51) 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 (64) 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 (62) 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 (68) Vice President of University Development at 1997
Baylor University, Waco, Texas. Mr. Scott is a
director of Citizens, Inc.
CLASS II -- DIRECTORS WHOSE TERMS EXPIRE AT THE 2005 ANNUAL MEETING
Gerald E. Boman (67) Retired; former Senior Vice President, 1962
Winnebago Industries, Inc.
Jerry N. Currie (57) 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 (66) Professor of Engineering and Technology 1992
Management at The University of St. Thomas,
St. Paul, Minnesota
- ------------------
(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, Currie and
Zimmerman, all of whom are independent directors under criteria established by
the Securities and Exchange Commission and the New York Stock Exchange. Each
year, the committee recommends to the Board the appointment of independent
public accountants to examine the books of the Company. It reviews with represen
tatives 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.
4
The committee is also prepared to meet privately at any time at the request of
the independent public accountants or members of management 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 four times in fiscal
2002.
The Human Resources Committee, consisting of Messrs. Kitch, Scott and
Zimmerman, met four times in fiscal 2002. 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 committee met four times in fiscal 2002.
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 "2004 SHAREHOLDER PROPOSALS" for a summary of the procedures that
shareholders must follow. The committee met once in fiscal 2002.
The Board of Directors of the Company held seven meetings during fiscal
2002. Actions taken by any committee of the Board are reported to the Board of
Directors, usually at its next meeting. During fiscal 2002, 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, except
for meetings where the only matters considered were matters which the directors
had a conflict.
Employee directors receive no additional compensation for serving on the
Board or its Committees. Non-employee directors receive a retainer of $1,666
per month and a $750 per day attendance fee for Board and Committee meetings.
Committee Chairmen 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
5
Participant's Winnebago Stock Unit account will become fully vested upon his or
her attainment of age 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 31, 2002, and (ii) each of the four
other most highly compensated executive officers of the Company serving at
August 31, 2002.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION(1) LONG TERM COMPENSATION
------------------------- ---------------------------------------
AWARDS PAYOUTS
------------------------ --------------
RESTRICTED
STOCK ALL OTHER
FISCAL AWARDS LTIP PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(2) ($)(3) OPTIONS(4) ($)(5) ($)(6)
- ----------------------------- -------- ----------- ------------- ----------- ------------ -------------- -------------
Bruce D. Hertzke 2002 441,755 910,121 100,000 30,000 165,060 862
Chairman, Chief Executive 2001 399,039 256,836 228,418 50,000 265,033 1,121
Officer and President 2000 332,693 454,099 327,050 27,000 -- 993
Edwin F. Barker 2002 207,885 293,703 -- 6,000 84,906 1,579
Vice President and 2001 193,077 85,220 42,609 10,000 145,760 1,427
Chief Financial Officer 2000 174,808 163,620 81,810 6,000 -- 1,284
Raymond M. Beebe 2002 207,885 293,703 -- 6,000 84,906 2,428
Vice President, General 2001 193,077 85,220 42,609 10,000 145,760 2,132
Counsel and Secretary 2000 174,808 163,620 81,810 6,000 -- 1,887
James P. Jaskoviak 2002 207,885 293,703 -- 6,000 84,906 475
Vice President, Sales 2001 193,077 85,220 42,609 10,000 145,760 616
and Marketing 2000 174,808 163,620 81,810 6,000 -- 530
Robert J. Olson 2002 207,885 293,703 -- 6,000 84,906 467
Vice President, 2001 193,077 85,220 42,609 10,000 145,760 424
Manufacturing 2000 174,808 163,620 81,810 6,000 -- 383
- ------------------
(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 fiscal 2000 and fiscal 2001 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) 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 fiscal 2002 were made pursuant to the Officers' Long-Term
Incentive Plan, fiscal three-year period 2000, 2001 and 2002 and the
awards in the fiscal 2001 were made pursuant to the Officers' Long-Term
Incentive Plan, fiscal three-year period 1999, 2000 and 2001.
(6) 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 2002
The following table provides information on options to purchase shares of
the Company's Common Stock granted in fiscal 2002 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 2002 SHARE ($) DATE 5% ($) 10% ($)
- --------------------------- --------------- -------------- -------------- ----------- --------- ----------
Bruce D. Hertzke .......... 30,000(1) 16.2(2) 21.62(3) 10/2/2011 407,910 1,033,710
Edwin F. Barker ........... 6,000(1) 3.2(2) 21.62(3) 10/2/2011 81,582 206,742
Raymond M. Beebe .......... 6,000(1) 3.2(2) 21.62(3) 10/2/2011 81,582 206,742
James P. Jaskoviak ........ 6,000(1) 3.2(2) 21.62(3) 10/2/2011 81,582 206,742
Robert J. Olson ........... 6,000(1) 3.2(2) 21.62(3) 10/2/2011 81,582 206,742
- ------------------
(1) Stock options granted on October 2, 2001, under the Company's 1997 Stock
Option Plan. One-third of the options became exercisable on October 2,
2002, an additional one-third become exercisable on October 2, 2003, and
the final one-third on October 2, 2004.
(2) Based on total grants during fiscal 2002 of 184,800 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 2, 2001.
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 2002 and the number and value of unexercised options at
August 31, 2002, by the named executive officers.
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED,
NUMBER OF OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES AUGUST 31, 2002 AUGUST 31, 2002(2)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ------------- ------------- ------------- --------------- ------------- --------------
Bruce D. Hertzke ........... 23,843 $874,144 102,335 36,667 $2,534,302 $760,617
Edwin F. Barker ............ 26,999 872,954 23,667 7,334 577,245 152,138
Raymond M. Beebe ........... 26,999 914,898 23,667 7,334 577,245 152,138
James P. Jaskoviak ......... 7,333 251,309 17,001 7,334 390,580 152,138
Robert J. Olson ............ 18,000 589,555 14,666 7,334 322,947 152,138
- ------------------
(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 $38.19 (the closing price of the Company's
Common Stock on August 30, 2002 (August 31, 2002 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.
LONG-TERM INCENTIVE PLAN--AWARDS IN FISCAL 2002
The following table provides information concerning the participation of
the named executive officers in a long-term compensation plan called the
Officers' Long-Term Incentive Plan, fiscal three-year period 2002, 2003 and
2004. Under this plan, they were awarded the right to earn shares of the
Company's Common Stock payable in fiscal 2005 based upon the achievement of
long-term performance results as measured at the end of the three year fiscal
period. Actual payouts of restricted shares of the Company's Common Stock, if
any, will be determined based upon the financial performance of the Company as
established by a three-year plan approved by the Human Resources Committee, as
administrator of this Plan. Under the Plan, the financial performance
measurements are earnings per share and return on equity of the Company for the
three-year period. Reference is made
8
to the description of the plan under the caption "Report of the Human Resources
Committee on Executive Compensation" on page 9.
PERFORMANCE PERIOD ESTIMATED FUTURE PAYOUTS UNDER
(OR OTHER PERIOD NON-STOCK PRICE-BASED PLANS(3)
NUMBER OF UNTIL MATURATION ------------------------------------------------
NAME SHARES(1) OF PAYMENT)(2) THRESHOLD (%) TARGET (%) MAXIMUM (%)
- ---------------------------- ----------- ------------------- --------------- ------------ ------------
Bruce D. Hertzke ........... -- Fiscal 2002-2004 1.6 25 37.5
Edwin F. Barker ............ -- Fiscal 2002-2004 1.6 25 37.5
Raymond M. Beebe ........... -- Fiscal 2002-2004 1.6 25 37.5
James P. Jaskoviak ......... -- Fiscal 2002-2004 1.6 25 37.5
Robert J. Olson ............ -- Fiscal 2002-2004 1.6 25 37.5
- ------------------
(1) The actual number of restricted shares, if any, of the Company's Common
Stock that will be paid out after the conclusion of the three-year period
cannot be determined because the shares earned by the named executive
officers will be based on the Company's future performance. The award will
be a percentage of the officer's annualized base salary as of January
2002.
(2) Payouts will be made in restricted shares of the Company's Common Stock in
fiscal 2005 depending on the level of attainment of the Plan approved by
the Human Resources Committee for achievement of return on equity and
earnings per share for the three-year period.
(3) Shown in these columns are the percentages of the named executive officers'
annualized base salary as of January 2002 that would be payable under the
Plan if the Company precisely attained the threshold, target or maximum
achievement of financial objectives of earnings per share and return on
equity. If actual Company performance falls below a certain level, no
payments are made.
PENSION PLANS
The Company does not provide pension benefits for its employees, including
executive officers.
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 $425,000 for the period from
the beginning of fiscal 2002 until January 1, 2002 and $437,750 thereafter and
in fiscal 2001 was $350,000 for the
9
period from the beginning of fiscal 2001 until January 1, 2001 and $425,000
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 for
the Fiscal Period 2001-2002 (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 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. The Incentive Compensation Plan was amended to provide that
participants in the Plan shall elect whether to receive the Company match in
the form of cash or restricted Company stock.
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.
10
Mr. Hertzke received $910,121 in cash in fiscal 2002 and $256,836 in cash
and $128,418 in restricted Common Stock in fiscal 2001 pursuant to the
Incentive Compensation Plan. In addition, Mr. Hertzke was awarded discretionary
bonuses of $100,000 in fiscal 2002 and $100,000 in fiscal 2001 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.
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 2002. 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 $165,060 for fiscal 2002 and $265,033 for fiscal 2001
in restricted Common Stock pursuant to the Long-Term Incentive Plan for the
three-year fiscal periods ended August 31, 2002 and August 25, 2001,
respectively.
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 30,000 shares of the Company's Common Stock in fiscal 2002
and stock options for 50,000 shares of the Company's Common Stock in fiscal
2001 under the 1997 Stock Option Plan.
11
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
12
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 group(1) 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 29, 1997 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*
[GRAPH]
COMPANY NAME/INDEX 8/29/97 8/28/98 8/27/99 8/26/00 8/25/01 8/30/02
- ------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
Winnebago Industries, Inc. ......... 100.00 135.70 298.37 160.46 355.37 486.83
S&P 500 Index ...................... 100.00 108.09 151.14 175.81 132.93 108.84
Peer Group(1) ...................... 100.00 116.32 112.76 75.07 95.57 100.58
(1) The peer group companies, consisting of Coachmen Industries, Inc.,
Fleetwood Enterprises, Inc., Monaco Coach Corporation, National R.V.
Holdings, Inc. and Thor Industries, Inc. were selected by the Company
on the basis of the similarity of their business to that of the
Company.
13
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 31, 2002 (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 31, 2002, for filing with the
Securities and Exchange Commission.
A copy of the Audit Committee Charter, as last updated as of November 22,
2002, is attached to this Proxy Statement as Appendix A.
THE AUDIT COMMITTEE:
Joseph W. England (Chair)
Jerry N. Currie
Frederick M. Zimmerman
AUDIT AND NON-AUDIT FEES
For the fiscal year ended August 31, 2002, fees for services provided by
Deloitte & Touche LLP were as follows:
A. Audit Fees $185,300
B. Financial Information Systems Design and Implementation Fees $ -0-
C. All Other Fees: Tax, Actuarial and Benefit Services $185,900
The Audit Committee considered whether the provision of tax, actuarial and
benefit services by Deloitte & Touche LLP, to Winnebago is compatible with
maintaining the independence of Deloitte & Touche and concluded that the
independence of Deloitte & Touche is not compromised by the provision of such
services.
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
14
"Change of Control" of the Company, as that term is defined in the Agreements
and summarized below, 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.
In April 2002, pursuant to an authorization of the Board of Directors, the
Company repurchased 2,100,000 shares of common stock from Hanson Capital
Partners, LLC ("HCP"). 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 percent membership
interest in
15
HCP, and the Luise V. Hanson Revocable Trust, dated September 22, 1984 (the
"REVOCABLE TRUST"), which has a 65.1 percent membership interest in HCP. John
V. Hanson, a director of the Company, Mary Jo 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. Mrs. Hanson is also a controlling person of the
Company. Mrs. Hanson is the mother of John V. Hanson, Mary Jo Boman and Paul D.
Hanson and the mother-in-law of Gerald E. Boman. The shares were repurchased
for an aggregate purchase price of $77,700,000 ($37 per share), plus interest
in the amount of $245,765. On the date of the share repurchase the high and low
prices of the Company's common stock on the New York Stock Exchange were $43.70
and $42.35, respectively. The Company utilized its cash on hand and cash
becoming available from maturing fixed income securities to pay the purchase
price of the stock in three installments, with interest at the rate of 4% per
annum on the outstanding balance.
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 2002, all the Reporting Persons
complied with all applicable filing requirements.
2004 SHAREHOLDER PROPOSALS
If a shareholder intends to present a proposal at the Company's January
2004 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 later than July 31,
2003.
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 2004 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
16
accountants for 17 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.
A copy of the Company's Annual Report for the fiscal year ended August 31,
2002, 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 25, 2002
17
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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 Audit 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 Audit 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 satisfy the independence
requirements of the New York Stock Exchange and Section 10A of the Securities
Exchange Act of 1934, as amended by the Sarbanes-Oxley Act of 2002, and the
rules promulgated thereunder. Each member of the Audit Committee shall be
financially literate, as determined by the Board. The Chair of the Audit
Committee shall have accounting or related financial management expertise
within the meaning of rules of the Securities and Exchange Commission and the
New York Stock Exchange. Audit Committee members shall not simultaneously serve
on the audit committees of more than three public companies. Directors' fees
(including fees for attendance at meetings of committees of the Board) are the
only compensation that an Audit Committee member may receive from the Company.
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 Audit Committee may, subject to the provisions of
the preceding paragraph, designate a Chair by majority vote of the Audit
Committee membership.
The Audit 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:
The Audit Committee is directly responsible for the appointment,
compensation and oversight of the work of the independent auditor employed by
the Company (including resolution of disagreements between management and the
auditor regarding financial reporting) for the purpose of preparing or issuing
an audit report or related work. The independent auditor shall report directly
to the Audit Committee. The Audit Committee shall have the sole authority to
appoint or replace the independent auditor that audits the financial statements
of the Company. 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. In the process, the Audit
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 Audit Committee (and the Board) to report on any
and all appropriate matters.
Review the independent auditor's audit plan -- discuss scope, staffing,
budget, locations, reliance upon management, and internal audit and general
audit approach. Approve the fees and other
19
significant compensation to be paid to the independent auditors as well as
approve all non-audit engagements with the independent auditors. The Audit
Committee shall consult with management but shall not delegate these
responsibilities, except that pre-approvals of non-audit services may be
delegated to a single member of the Audit Committee.
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.
Review reports from the independent auditor on (i) the Company's critical
accounting policies and practices, (ii) all alternative treatments of financial
information permitted under GAAP that have been discussed with management, the
ramifications of the use of such treatments and the treatment preferred by the
independent auditor, and (iii) all other material written communications
between the auditing firm and management.
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 the resolution of 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.
Obtain and review disclosures made by the Company's principal executive
officer and principal financial officer regarding compliance with their
certification obligations as required under the Sarbanes-Oxley Act of 2002 and
the rules promulgated thereunder, including the Company's disclosure controls
and procedures and internal controls for financial reporting and evaluations
thereof.
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, 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.
Maintain and review annually procedures for (a) the receipt, retention and
treatment of complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and
20
(b) the confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.
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.
While the Audit Committee has the responsibilities and powers set forth in
this Charter, the Audit Committee's function is one of oversight. The Company's
management is responsible for preparing the Company's financial statements and,
along with the internal auditors, for developing and maintaining systems of
internal accounting and financial controls, while the independent auditor will
assist the Audit Committee and the Board in fulfilling their responsibilities
for their review of these financial statements and internal controls. The Audit
Committee expects the independent auditor to call to their attention any
accounting, auditing, internal accounting control, regulatory or other related
matters that they believe warrant consideration or action. The Audit Committee
recognizes that the financial management and the internal and outside auditors
have more knowledge and information about the Company than do Audit Committee
members. Consequently, in carrying out its oversight responsibilities, the
Audit Committee does not provide any expert or special assurance as to the
Company's financial statements or internal controls or any professional
certification as to the independent auditor's work.
21
[LOGO] WINNEBAGO INDUSTRIES
ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, JANUARY 14, 2003 7:30 P.M. CENTRAL STANDARD TIME
FRIENDSHIP HALL, HIGHWAY 69 SOUTH, FOREST CITY, IOWA
DIRECTIONS:
1) FROM I-35
o Take exit number 203, IA-9 West towards Forest City
o At Forest City, turn South (left) on US-69 at the junction of IA-9 and
US-69
o Take US-69 South 1.4 miles to the entrance of the Winnebago Industries
Activity Complex
o Turn East (left) and enter the Winnebago Industries Activity Complex,
continuing for approximately one mile to Friendship Hall
2) FROM I-80
o Take exit number 123B, I-80 East/I-35 North towards Chicago/ Minneapolis
o Take exit number 137B, I-35 North towards Minneapolis
o Take exit number 203, IA-9 West towards Forest City
o At Forest City, turn South (left) on US-69 at the junction of IA-9 and
US-69
o Take US-69 South 1.4 miles to the entrance of the Winnebago Industries
Activity Complex
o Turn East (left) and enter the Winnebago Industries Activity Complex,
continuing for approximately one mile to Friendship Hall
3) FROM I-90
o Take exit number 137A, I-35 South towards Des Moines
o Take exit number 203, IA-9 West towards Forest City
o At Forest City, turn South (left) on US-69 at the junction of IA-9 and
US-69
o Take US-69 South 1.4 miles to the entrance of the Winnebago Industries
Activity Complex
o Turn East (left) and enter the Winnebago Industries Activity Complex,
continuing for approximately one mile to Friendship Hall
[MAP]
- --------------------------------------------------------------------------------
WINNEBAGO INDUSTRIES, INC.
FOREST CITY, IOWA PROXY
- --------------------------------------------------------------------------------
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR ANNUAL
MEETING ON JANUARY 14, 2003.
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 14th day of January, 2003, 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.)
PLEASE DETACH HERE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
1. Election of directors:
01 John V. Hanson [ ] Vote FOR all nominees [ ] Vote WITHHELD
02 Bruce D. Hertzke listed at left (except as from all nominees
03 Gerald C. Kitch 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.
