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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): October 11, 2023

Winnebago Industries, Inc.
(Exact Name of Registrant as Specified in its Charter)

Minnesota

001-06403

42-0802678

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

13200 Pioneer Trail

Eden Prairie

Minnesota

55347

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant's telephone number, including area code   952-829-8600

 

(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):

 

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.50 par value per share			WGO			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐    

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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.

On October 11, 2023, Winnebago Industries, Inc. (the “Company”) announced the appointment of Staci L. Kroon to its Board of Directors (“Board”) effective immediately.

Ms. Kroon is President and Chief Executive Officer of BraunAbility, a global manufacturer of mobility vehicles and other mobility solutions, a position she has held since 2017. Ms. Kroon also serves as a director of BraunAbility. Before joining BraunAbility, Ms. Kroon spent 20 years at Eaton Corporation, a global power management company.

Ms. Kroon will be a Class III director and will serve on the Human Resources and Finance Committees.

Ms. Kroon will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s proxy statement for its 2022 annual meeting of shareholders filed with the Securities and Exchange Commission on October 31, 2022, in the section titled “Director Compensation,” provided that effective August 27, 2023, the value of the annual and new Board member equity retainer increased from $125,000 to $150,000.

There are no transactions or relationships between the Company and Ms. Kroon that are reportable under Item 404(a) of Regulation S-K.

Ms. Kroon is expected to stand for election to the Board at the 2023 annual meeting of shareholders.

Item 7.01 Regulation FD Disclosure.

On October 11, 2023, the Company issued a press release announcing the appointment of Ms. Kroon to the Board as described above under Item 5.02. A copy of the news release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

    

			Exhibit Number			Description
			99.1			Press Release of Winnebago Industries, Inc. dated October 11, 2023
			104			Cover Page Interactive Data File (formatted as Inline XBRL)

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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.

 

WINNEBAGO INDUSTRIES, INC.

Date:

October 13, 2023

By:

/s/ Stacy L. Bogart

Name:

Stacy L. Bogart

Title:

Senior Vice President, General Counsel, Secretary and Corporate Responsibility

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