UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 26, 2008
Winnebago Industries, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Iowa |
001-06403 |
42-0802678 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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P.O. Box 152, Forest City, Iowa |
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50436 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code 641-585-3535
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(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K of Winnebago Industries, Inc. (the “Company”) is being filed to correct an error regarding the reported compensation of Robert J. Olson that was set forth in Item 5.02 of the Company’s Current Report on Form 8-K filed on April 1, 2008 (the “Prior Form 8-K”). Mr. Olson’s current base salary is annualized at $364,000. Effective May 5, 2008, his base salary will be increased to $464,000, on an annualized basis. The correct base salaries are reflected in Item 5.02 set forth below. This Amendment No. 1 to the Current Report on Form 8-K amends and restates in its entirely the Prior Form 8-K.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a), (b),
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(c) and (d) |
On March 26, 2008, the Board of Directors of Winnebago Industries, Inc. (the “Company”) accepted the letter of resignation of Bruce Hertzke from the Board and from his position as Chairman of the Board and Chief Executive Officer effective May 5, 2008. Mr. Hertzke will remain an employee of the Company until May 30, 2008. The Board announced the appointment of Robert J. Olson to the Company’s Board of Directors and the election of Mr. Olson to the position of Chairman of the Board and Chief Executive Officer, in addition to his current position of President, also effective May 5, 2008. Information regarding Mr. Olson’s tenure with the Company and his business experience can be found in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 24, 2007, the descriptions of which are incorporated herein by reference. |
In connection with Mr. Olson’s election as Chairman of the Board, Chief Executive Officer and President, his annual salary was increased from $364,000 to $464,000, effective May 5, 2008. On March 27, 2008, the Company issued a press release announcing the election of Mr. Olson to the position of Chairman of the Board, Chief Executive Officer and President of the Company. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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(e) |
On March 26, 2008, the Board of Directors approved the grant of 20,000 shares of restricted common stock of the Company to Mr. Hertzke in recognition of his contributions to the Company’s success during his 36 years of service with the Company. The restrictions on the stock will lapse on final day of Mr. Hertzke’s employment with the Company, May 30, 2008. |
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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EXHIBIT NUMBER |
DESCRIPTION |
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99.1 |
Press Release of Winnebago Industries, Inc. Announcing Election of Bob Olson to the Position of Chairman, CEO and President, dated March 27, 2008. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: April 8, 2008 |
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WINNEBAGO INDUSTRIES, INC. | |
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By: |
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Name: |
Bruce D. Hertzke |
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Exhibit 99.1
News Release
Winnebago Industries Announces Election of Bob Olson to Position of Chairman, CEO and President
– Cash Dividend Announced –
FOREST CITY, Iowa–(BUSINESS WIRE)–March 27, 2008–Winnebago Industries, Inc. (NYSE:WGO), Board of Directors yesterday accepted the letter of resignation of Bruce Hertzke from the Board and from his position as Chairman of the Board and Chief Executive Officer effective May 5, 2008. The Board announced the appointment of Bob Olson to the Company’s Board of Directors and the election of Olson to the position of Chairman of the Board and Chief Executive Officer, in addition to his current position of President, also effective May 5, 2008.
Hertzke, 56, is a 36-year veteran of the Company and has held the position of Chairman and CEO since April 1998. He was elected to the additional position of President in May 1998 and relinquished that position in 2005 as part of the Company’s succession plan.
Olson, 56, is a career Winnebago Industries executive with 38 years of service with the Company. He has served as President since May 2007. Olson joined Winnebago Industries in 1969 as an hourly production employee, serving in various material and management positions prior to becoming the General Manager of Fabrication in 1986. In 1996 he was appointed Vice President of Manufacturing and in 2006 he became Senior Vice President of Operations.
Independent Board member John E. Herlitz, 65, who had served on the Company’s Board since 2005, died on March 23, 2008. Mr. Herlitz served on the Company’s Sales and Marketing and Human Resources Committees. No successor has yet been named to fill the resulting vacancy on the Board, Sales and Product Development and Human Resources Committees.
In separate action, the Board of Directors declared a quarterly cash dividend of 12 cents a share, payable on July 8, 2008 to shareholders of record as of June 6, 2008.
About Winnebago Industries
Winnebago Industries, Inc. is a leading United States manufacturer of motor homes, self-contained recreation vehicles used primarily in leisure travel and outdoor recreation activities. The Company builds quality motor homes under the Winnebago, Itasca and ERA brand names with state-of-the-art computer-aided design and manufacturing systems on automotive-styled assembly lines. The Company’s common stock is listed on the New York and Chicago Stock Exchanges and traded under the symbol WGO. Options for the Company’s common stock are traded on the Chicago Board Options Exchange. For access to Winnebago Industries' investor relations material, to add your name to an automatic email list for Company news releases or for information on a dollar-based stock investment service for the Company’s stock, visit, http://www.winnebagoind.com/html/company/investorRelations.html
MULTIMEDIA AVAILABLE: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5643772
CONTACT:
Winnebago Industries, Inc.
Sheila Davis, 641-585-6803
PR/IR Manager
sdavis@winnebagoind.com
SOURCE:
Winnebago Industries, Inc.