Proxy Statement - Form DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

Our performance in fiscal 2024 reflects the power of Winnebago Industries' portfolio of premium outdoor recreation brands, the benefits of our variable cost structure and the strength of our balance sheet. Although various factors, including inflation and elevated interest rates, continued to pressure retail demand in our end markets, we remained focused on the critical elements of our value-creation strategy to maintain durable margins and resilient profitability.

Foundational to our strategy is an enterprise approach centered on collaboration among our RV and marine brands: Grand Design RV, Winnebago, Newmar, Chris-Craft, and Barletta. This approach is supported by unique centers of excellence that strengthen each brand and enable us to generate synergies across our entire portfolio. Despite the challenging economic environment, each of our segments was profitable in fiscal 2024. We achieved this through disciplined and proactive capacity utilization, and cost management.

Our variable cost structure provides production flexibility to respond to dynamic market conditions and allows us to manage cyclicality and still drive profitability and positive cash flow even in the midst of headwinds. Effective cost management helps us generate ample free cash flow to invest in innovative new products and technologies. It also allows us to employ a balanced capital allocation strategy that consistently benefits our shareholders through quarterly dividends and periodic share repurchases.

Fiscal 2024 marked another year of significant innovation for Winnebago Industries. Grand Design unveiled the Lineage Series M, its first-ever motorized RV, while our Towable RV segment responded to evolving consumer demands with a suite of high-quality, value-driven models. These included the Grand Design Reflection 100 Series, the Grand Design Influence, and the versatile Winnebago Access, all designed to deliver premium experiences at competitive prices. In our Marine segment, Barletta advanced its reputation as the fastest-growing pontoon business, winning awards for its center-mounted twin-engine pontoon boat-an industry first.

On the technology front, Winnebago launched its intelligent technology platform, Winnebago Connect™. This game-changing software proactively monitors and controls all onboard RV systems, including lighting, climate, and energy management, according to user preferences. It is the only product on the RV market that achieves this integration through a single platform. These and other technology investments provide a significant runway for profitable growth.

Growth and investment in our business fuel a virtuous cycle that allows us to enhance shareholder value. In fiscal 2024, we returned approximately $107 million to shareholders through share repurchases and dividends. In August, the Board continued to demonstrate its confidence in the future of Winnebago Industries, approving a 10% increase in our quarterly cash dividend. The Company has paid a quarterly dividend for 41 consecutive quarters and has increased the quarterly dividend in each of the past six years.

As we enter 2025, we are poised to strengthen our leadership in the RV and marine industries. Our proven strategy of cultivating strong dealer relationships and building premium, recognizable brands positions us to capture greater market share and introduce more customers to the joys of the RV and boating lifestyles. Moreover, our 2023 acquisition of Lithionics Battery continues to disrupt the mobile power sector, winning new business in the outdoor industry and across specialty vehicle applications. In addition, we remain committed to discipline in managing the business through challenging conditions, protecting the balance sheet, and positioning the business for accelerated long-term success.

On behalf of the Board of Directors, we would like to thank director Rick Moss, who is retiring from the Board as of December 17, 2024, for his service and support to Winnebago Industries. His business and financial experience has helped to make us a stronger company during his more than seven years of service on our Board.

Our 2024 proxy statement includes several items that will be voted on at our upcoming annual meeting of shareholders, which will be conducted virtually on Tuesday, December 17, 2024. We encourage you to participate and vote your shares.

Finally, on behalf of the entire Board, thank you for your continued support of Winnebago Industries. We look forward to continuing to deliver on our long-term value-creation strategy in the year ahead.

 

David W. Miles,

Chair of the Board of Directors

 

Michael J. Happe,

President and Chief Executive Officer

Notice of Annual Meeting of Shareholders to be held December 17, 2024

	Time and Date: Tuesday, December 17, 2024 3:30 p.m. Central Standard Time			Place: The annual meeting will be held virtually. www.virtualshareholdermeeting.com/WGO2024			Record Date: October 22, 2024​

	Your Vote Is Important
	Please read this proxy statement and submit your vote as soon as possible. A prompt response is helpful and your cooperation is appreciated.

Table of Contents

Proxy Statement Summary

Voting Roadmap

 

Business and Strategic Overview

Enterprise Strategies

 

Fiscal 2024 Performance Highlights

 

Director Nominees and Continuing Directors

Winnebago Industries is driven by a purpose to elevate every moment outdoors. We are guided toward that purpose by three core values: to do the right thing, put people first and be the best. We are committed to building a culture of corporate and individual responsibility focused on our people, planetand community. Our materiality assessment informs our CR&I Strategy. To learn more about our materiality assessment, read our 2024 Corporate Responsibility Report at www.winnebagoind.com/our-impact.

Corporate Governance Highlights

We are committed to a strong corporate governance structure that promotes long-term value for our shareholders. Our Board of Directors (Board) believes that having a mix of directors with complementary qualifications, experience and expertise strengthens its oversight ability, provides diverse perspectives, and represents the best interests of our shareholders. The following graphs reflect our Board membership following the retirement of Richard D. Moss in December 2024.

 

Corporate Governance Practices

Corporate Governance

Board Leadership Structure

The Board is committed to robust corporate governance, which enhances long-term stability and value for all of our shareholders.

Our bylaws and corporate governance policy delegate to the Board the right to exercise its discretion to either separate or combine the offices of Board Chair and Chief Executive Officer (CEO). This decision is based upon the Board's determination of what is in the best interests of the Company and our shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, the skills and experience of the individual(s) filling those positions, and other relevant factors.

The Board, as part of its continuing obligation to determine the appropriate role for the Chair, has concluded that at this time the Company will have an independent Chair. The Board concluded that this structure provides us with a strong governance and leadership structure that is designed to exercise independent oversight of members of our management team and key issues related to strategy and risk. Mr. David W. Miles, an independent director, has served as Chair since June 2019.

The Board recognizes that, depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. We are committed to reviewing this determination on an annual basis.

Skills and Experiences

The following chart shows the specific experiences and skills the Board currently believes are important for our directors to collectively possess for effective governance of Winnebago Industries. The chart also provides a high-level summary of the important experiences and skills of each of our directors. We seek to achieve a balance of knowledge, experience and perspective on the Board to contribute to the sound governance of the Company.

 

Executive Leadership

Experience Criteria: Definitions

Board and Shareholder Meeting Attendance; Executive Sessions

During fiscal 2024, the Board met six times. Each director who served on the Board during fiscal 2024 attended at least 75% of the meetings of the Board and the committees on which he or she served that were held during his or her tenure on the Board or relevant committee. It is the Board's policy that directors are encouraged, but are not required, to attend the annual meeting of shareholders. All of our then-serving directors attended the 2023 annual meeting of shareholders. During the year, our independent directors held executive sessions without the CEO or other management as a routinely scheduled agenda item for every regular Board meeting.

Board Committees

The Board has established the Audit, Human Resources, Nominating and Governance, and Finance committees to assist it in discharging its responsibilities. Each committee operates under a written charter, each of which is available under "Corporate Governance" in the "Investors" section of our website at www.winnebagoind.com. The current membership of each committee and its primary responsibilities, as well as the number of meetings held by each of these committees during fiscal 2024, are described below.

	Audit Committee1   Members Richard D. Moss (Chair) Christopher J. Braun Kevin E. Bryant William C. Fisher   Number of meetings during fiscal 2024: 5			Each year, the Audit Committee appoints the independent registered public accountant to examine our financial statements. It reviews with representatives of the independent registered public accountant the auditing arrangements and scope of the independent registered public accountant's examination of the books, results of those audits, any non-audit services, their fees for all such services and any problems identified by and recommendations of the independent registered public accountant regarding internal controls. Others in regular attendance for part of the committee meeting typically include: the Board Chair; the CEO; the Chief Financial Officer (CFO); the Senior Vice President, General Counsel, Secretary and Corporate Responsibility; and the Corporate Controller.   The Audit Committee meets at least annually with the CFO, the internal auditors and the independent auditors in separate executive sessions. The committee is also prepared to meet privately at any time at the request of the independent registered public accountant or members of our management to review any special situation arising on any of the above subjects.

	Nominating and Governance Committee   Members William C. Fisher (Chair) Christopher J. Braun John M. Murabito Jacqueline D. Woods   Number of meetings during fiscal 2024: 6			The Nominating and Governance Committee is primarily responsible for: (1) adopting policies and procedures for identifying and evaluating director nominees, including nominees recommended by shareholders; (2) identifying and evaluating individuals qualified to become Board members, considering director candidates recommended by shareholders and recommending that the Board select the director nominees for the next annual meeting of shareholders; (3) establishing a process by which shareholders and other interested parties are able to communicate with members of the Board; (4) developing and recommending to the Board a corporate governance policy applicable to the Company; (5) reviewing and approving related person transactions; and (6) overseeing the Company's commitment to corporate responsibility matters, including ESG matters.   The Nominating and Governance Committee recommended to the Board the director-nominees proposed in this proxy statement for election by the shareholders. The committee reviews the qualifications of, and recommends to the Board, candidates to fill Board vacancies as they may occur during the year.

	Finance Committee   Members Kevin E. Bryant (Chair) Sara E. Armbruster Staci L. Kroon Richard D. Moss   Number of meetings during fiscal 2024: 5			The Finance Committee is responsible for recommending to the Board financial policies, goals, and budgets that support the financial health, strategic goals, mission, and values of the Company, including the long-range financial plan of the Company, and annual capital budgets, evaluating major capital expenditures and financial transactions.   The Finance Committee has oversight of the following specific areas: strategic transactions, capitalization and debt and equity offerings, capital expenditure plans, financial review of business plans, rating agencies and investor relations, dividends, share repurchase authorizations, investment policy, debt management, tax strategies, and financial risk management.

1	All members of the Audit Committee are non-employee directors who have been determined to be "independent" under applicable listing standards of the New York Stock Exchange (NYSE).

Director Independence

Under our corporate governance policy and NYSE rules, the Board must have a majority of directors who meet the standards for independence. The Board must determine, based on a review of the relevant facts and circumstances, whether each director satisfies the criteria for independence. The Board undertook an annual review of director and director nominee independence. The Board process was designed to identify any transactions and relationships between each director and director nominee or any member of his or her immediate family and the Company and its subsidiaries and affiliates known to the Company. The Board also considered whether there were any transactions or relationships between directors, director nominees or any member of their immediate family (or any entity of which a director, director nominee or an immediate family member is an executive officer, general partner or significant equity holder). Based on this review, the Board affirmatively determined that all non-employee directors are independent. Mr. Happe is the only employee director and is not independent. As part of the Board's independence assessment and determination, the Board specifically considered that Ms. Kroon served as an executive officer of BraunAbility until April 2024, from which we purchased wheelchair lifts for our Winnebago Specialty Vehicle and Newmar businesses during fiscal 2024. Because the amount involved in these transactions was less than 1% of both the Company's and BraunAbility's annual revenues, and Ms. Kroon was not personally involved in these transactions and she received no particular benefit related to these transactions, the Board concluded that these transactions did not impair Ms. Kroon's independence.

Risk Oversight

The Board has responsibility for overseeing Winnebago Industries' overall approach to risk management and is actively engaged in addressing the most significant risks facing the Company, including financial, technological, operational, strategic and competitive risks. The Board manages its risk oversight function both as a full Board and through delegation to Board committees, which meet regularly and report back to the Board. The Board and these committees receive information used in fulfilling their oversight responsibilities through our executive officers and other advisors, including our legal counsel, our independent registered public accounting firm, our consulting firm for internal controls over financial reporting, and the compensation consultants we engage from time to time.

Following committee meetings, the Board receives reports by each committee chair regarding the committee's considerations and actions. In this way, the Board also receives additional information regarding the risk oversight functions performed by each of the Board committees.

 

Board Refreshment

The Nominating and Governance Committee is responsible for identifying individuals qualified to become Board members and making recommendations on director nominees to the Board. The committee considers potential new candidates that may be proposed by current directors, management, professional search firms, and

shareholders. The committee retains third-party search firms from time to time to assist in identifying potential Board members who have expertise and experience that would complement the current Board.

The Nominating and Governance Committee considers the then-current composition of the Board, the operating requirements of the Company and the long-term interests of all shareholders in its assessment of potential director candidates. The committee seeks directors who have the skills and experience to guide management in the operation of the Company's business given the then-current and anticipated future needs of the Board and the Company while maintaining a balance of perspectives, qualifications, qualities and skills on the Board. The Board does not have a specific diversity policy but understands and fully appreciates the value of diversity and inclusion and has added three independent, diverse directors to the Board since 2021.

To promote Board refreshment and effectiveness, the Board and its committees engage in an annual self-assessment process. The Nominating and Governance Committee leads the Board's annual self-evaluation to assess the performance of the Board and its committees. The assessment focuses on the Board's contribution to the Company and specifically focuses on areas where the Board or management believes that the Board could improve.

Board Commitments

To ensure that each director does not have other board commitments that would impair a director's ability to fulfill his or her duties on the Board, the Board has adopted limitations on the number of public company boards on which a director may serve. Any director who serves as an executive officer of a public company may serve on one other public company board of directors approved by the Board, and any director who does not serve in such capacity may serve on the board of directors of up to three other public companies. No director may join another board of directors without first obtaining approval from the Board Chair.

Code of Conduct and Corporate Governance Documents

We have adopted a Code of Conduct applicable to all of our directors, officers, employees and business partners. A copy of the Code of Conduct is available on our website. Our human rights policy, which applies to all of our directors, officers, employees and business partners, describes our commitment to upholding and promoting fundamental human rights, including with respect to maintaining a safe and healthy workplace, a respectful work environment, diversity and inclusion, and fair labor practices. Our Code of Conduct, human rights policy, committee charters, supplier code of conduct, and other governance documents are available under "Corporate Governance" in the "Investors" section of our website at www.winnebagoind.com. This website and the materials available through it are not incorporated by reference into this proxy statement.

Policy on Transactions with Related Persons

We have adopted a written policy for review of transactions involving more than $120,000 in any calendar year in which Winnebago Industries is a participant and in which any executive officer, director, director nominee, greater than 5% shareholder or any immediate family member of any of these persons has a direct or indirect material interest. Our Nominating and Governance Committee must review and approve any such transaction before it is entered into, except that the Human Resources Committee reviews and approves the compensation of any employee who is an immediate family member of a director or executive officer and whose compensation exceeds $120,000. If advance approval by the Nominating and Governance Committee is not possible, then the related-party transaction will be considered and, if the committee determines it to be appropriate, ratified by the committee.

In determining whether to approve or ratify any potential related-party transaction, the Nominating and Governance Committee considers the relevant facts and circumstances, including (if applicable) but not limited to: whether the transaction is on terms no less favorable to the Company than terms generally available to unrelated parties and the extent of the related person's interest in the transaction. No director may participate in any review, approval, or ratification of any transaction if the director, or the director's immediate family member, has a direct or indirect material interest in the transaction. The committee will not approve any related person transaction that is inconsistent with the interests of the Company and its shareholders.

During fiscal 2024, the only related party transaction involved Donald Clark, one of our executive officers. Mr. Clark has a 20% ownership interest in Three Oaks, LLC (Three Oaks), an entity which owns certain land and buildings that Grand Design RV, LLC (Grand Design) leases in order to operate its business. Grand Design paid $1,800,000 to Three Oaks under its lease with Three Oaks, which was entered into on October 2, 2016 and most recently amended on March 12, 2024. The transaction, including the amendment, with Three Oaks was approved by the Nominating and Governance Committee.

Communications with Directors

Shareholders and other interested parties seeking to communicate with our directors or a particular director may write to: Winnebago Industries, Inc., Attn: Senior Vice President, General Counsel, Secretary and Corporate Responsibility, 13200 Pioneer Trail, Eden Prairie, MN 55347 or email: [email protected]. All communications received from shareholders and other interested parties will be reviewed by the Senior Vice President, General Counsel, Secretary and Corporate Responsibility, or such other person designated by all non-employee directors of the Board, and if they are relevant and appropriate, they will be forwarded to the Board Chair or applicable Board member or members as soon as reasonably practicable.

Insider Trading Policy; Anti-Hedging and Anti-Pledging Policy

The Company's insider trading policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information (as defined in the policy) in securities trading. The policy applies to the Company's directors, officers and employees, as well as certain of their family members and related parties. The policy prohibits covered persons from engaging in transactions in the Company's securities when aware of material nonpublic information, and also prohibits "tipping" such information. Additionally, our insider trading policy prohibits employees and directors from engaging in transactions intended to hedge or offset the market value of any Winnebago Industries securities owned by them. This policy also prohibits employees and directors from holding Winnebago Industries securities in a margin account or otherwise pledging Winnebago Industries securities as collateral for a loan. Under the policy, certain persons are subject to trading windows and pre-clearance requirements. The policy also requires the Company to comply with securities laws when transacting in its own securities.

Proposal 1 - Election of Directors

Our bylaws provide that our Board is comprised of between three and fifteen directors. The number of directors currently on the Board is ten. Mr. Richard D. Moss will retire from the Board effective as of the Annual Meeting and, accordingly, the Board has set the number of directors that will constitute the Board at nine, effective as of the Annual Meeting. The Board adopted a majority voting policy for the election of directors in uncontested elections. Under this policy, in any uncontested election of directors, if any nominee receives less than a majority of the votes cast for the nominee, that nominee will still be elected, but must tender his or her resignation to the full Board for consideration at the next regularly scheduled meeting of the Board. The Board will only not accept the tendered resignation for, in its judgment, a compelling reason. If the Board, with the affected director not participating, does not accept the resignation at the regularly scheduled meeting following the election, then the nominee will be considered elected and may serve out the term to which he or she was elected. In any contested election of directors where the number of nominees exceeds the number of available positions, strict plurality voting will apply.

Based on the recommendation of the Nominating and Governance Committee, our Board has nominated Mr. Christopher J. Braun, Mr. David W. Miles and Ms. Jacqueline D. Woods for election to serve as Class I directors for three-year terms expiring at the annual meeting of shareholders following fiscal 2027.

  

Director Nominees - Class I (Term Ending 2027)

Directors Continuing in Office - Class II (Term Ending 2025)

Directors Continuing in Office - Class III (Term Ending 2026)

Director Compensation

The Board approves non-employee director compensation based on recommendations of the Human Resources Committee. The Human Resources Committee has engaged Semler Brossy to analyze the total compensation paid to the Board. Semler Brossy assisted the committee in reviewing the market data and made recommendations regarding the types and amounts of compensation we pay our non-employee directors. Based on the committee's review of our director compensation program with Semler Brossy, the committee recommended and the Board approved, an increase to the annual Board Chair cash retainer, effective September 1, 2024.

Employee directors receive no additional compensation for serving on the Board or its committees. Non-employee directors receive the following for their service on the Board:

Director equity awards are granted prospectively for the upcoming year. This means that any new directors will receive a prorated award at the next regularly scheduled Board meeting, if the next regularly scheduled Board meeting is not the meeting at which annual awards are granted. Directors who joined the Board before we began prospectively granting equity awards will receive an award of the annual grant prior to separation of service from the Board that provides for accelerated vesting of the award upon retirement from the Board at the conclusion of his or her term.

Use of Winnebago Industries Products

We encourage each of our independent directors to use our recreational vehicles and boats on a periodic and temporary basis at no charge to gain a first-hand understanding of the outdoor lifestyle experienced by our customers and to provide our directors with the opportunity to evaluate product design and efficiency.

Director Compensation Table

The following table sets forth the total compensation paid to each non-employee director for fiscal 2024, other than reimbursement for travel expenses:

Non-Employee Director Equity Awards Outstanding as of August 31, 2024

As of August 31, 2024, our non-employee directors held the restricted stock awards and stock units set forth below. The stock units in the right column were granted under the Directors' Deferred Plan described below.

Director Ownership Guidelines

Our corporate governance policy requires us to maintain guidelines encouraging non-employee director stock ownership. Our current guidelines require non-employee directors to hold common stock, stock units or other equity equivalents having a market value of at least 500% of their annual cash retainer of $90,000 (as well as any additional cash retainer amounts earned relating to his or her chair positions), and that they attain this level of stock ownership within five years of becoming a director. Based on the holdings noted above, all non-employee directors have met this goal, or are on track to meet this goal, within the prescribed five-year time frame.

Directors' Deferred Compensation Plan

We maintain the Winnebago Industries, Inc. Directors' Deferred Compensation Plan (the Directors' Deferred Plan) for all non-employee directors. A non-employee director can defer 50% or 100% of the retainer and fee payments that would otherwise be paid to him or her in cash and can defer taxes on such compensation.

A participant may elect to apply his or her annual cash retainer amounts to either, but not both, money credits or Winnebago stock units.

Money credits are units credited in the form of dollars to a participant's account established by the Company. The money credits accrue interest from the credit date. Presently, the interest rate to be applied to money credits is the 30-year Treasury bond yield as of the first business day of the plan year.

Winnebago Industries stock units are credited in the form of the Company's common stock. The shares of our common stock issued in connection with our Directors' Deferred Plan consist of our treasury shares and like all of our common stock, generally, will accrue dividends, if any, paid by us on our common stock. Winnebago Industries stock units will be recorded in a participant's account based on the closing price of a share of our common stock on the NYSE on the date upon which the account is credited.

A participant will generally receive payment of his or her Directors' Deferred Plan account (either in a lump sum payment or annual installments, as elected by the participant) at the earlier of a "change in control" of the Company, as defined in the Directors' Deferred Plan, termination of service as a director, or, if elected by the participant, at the time elected by the participant; provided that a participant will receive a lump-sum distribution of his or her account within 30 days following his or her termination of service as a director after such change in control.

The Winnebago Industries stock units credited to a participant's account are included in the "Security Ownership of Certain Beneficial Owners and Management" table in this proxy statement.

Director Annual Equity Grants

The fiscal 2024 equity awards granted in October 2023 were made pursuant to the Winnebago Industries, Inc. 2019 Omnibus Incentive Plan, which limits the aggregate grant date fair value of all equity awards to a non-employee director during a calendar year to not more than $400,000, excluding awards granted at a director's request in lieu of cash retainers or other fees payable in cash.

Beginning with the fiscal 2019 annual equity awards, we began to grant restricted stock units rather than restricted stock to our non-employee directors. Each director equity award, awarded in the form of restricted stock units, will vest approximately one year from the date of the applicable grant, provided that participants are restricted from selling, pledging or transferring the common stock underlying the vested restricted stock units until the date the participant separates from service on the Board. If a participant terminates his or her service as a director prior to the vesting of the underlying restricted stock unit award, the award will be forfeited by the director, except as follows: (i) in the event of the director's death or disability prior to vesting, all unvested restricted stock units will vest as of the termination date and (ii) in the event of a change in control while the director is serving on the Board, all unvested restricted stock units will vest on the date of termination. Directors may also elect to defer settlement of their vested restricted stock units until the director's service to the Company terminates or, if earlier, upon a change in control.

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes the material elements of our executive compensation program. Throughout this discussion, we refer to named executive officers (NEOs). The following individuals are our NEOs for fiscal 2024:

Executive Summary

Executive Compensation Philosophy and Program Objectives

The Human Resources Committee (referred to in this Compensation Discussion and Analysis section of this proxy statement as the "committee") believes that the most effective compensation program is one that is designed to pay for performance. Towards this end, we strive to reward the achievement of our specific annual, long-term and strategic goals and align executives' interests with those of our shareholders, with the ultimate objective of improving shareholder value. The committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to our peer group. The committee believes executive compensation packages provided to our executives, including the NEOs, should include both cash and stock-based compensation that reward performance as measured against established goals.

The committee has worked with management and its independent compensation consultant, Semler Brossy, to design the current executive compensation programs, following the belief that compensation should reflect the value created for our shareholders while furthering our strategic goals. In doing so, we instituted our compensation programs to achieve the following goals:

These objectives emphasize pay for performance by providing an incentive opportunity for performance that meets or exceeds Company objectives.