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

Filed by the Registrant x

Filed by party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to section 240.14a-12



	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.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the

offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and

the date of its filing.


1)	Amount previously paid:


2)	Form, Schedule or Registration Statement No.:


3)	Filing party:


4)	Date filed:

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Notice of Annual Meeting

of Shareholders

to be held December ~~16, 2014~~13, 2016

To the Shareholders of Winnebago Industries, Inc.

The Annual Meeting of Shareholders of Winnebago Industries, Inc. will be held on Tuesday, December ~~16, 2014~~13, 2016, at 4:00 p.m., Central Standard Time, in Winnebago Industries' South Office Complex Theater, 605 West Crystal Lake Road, Forest City, Iowa, for the following purposes:


1.	to elect one Class III director to serve the remainder of the three year term and to elect one ~~two~~Class ~~III~~II ~~directors~~director to hold office for a three-year ~~terms;~~term;


2.	to provide advisory approval of executive compensation;


3.	to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountant for the fiscal year ending August ~~29, 2015~~;26, 2017; and


4.	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 October ~~14, 2014~~10, 2016, 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/ Scott C. Folkers
		Scott C. Folkers
		Secretary
Forest City, Iowa
October ~~28, 2014~~19, 2016

Your Vote Is Important

Whether or not you expect to attend the meeting in person, please vote via the Internet or telephone or request a paper proxy card to complete, sign and return by mail so that your shares may be voted. A prompt response is helpful and your cooperation is appreciated.



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TABLE OF CONTENTS
Page

FORWARD-LOOKING INFORMATION	1
PROXY STATEMENT	1
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF	32
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	3
BOARD OF DIRECTORS, ~~COMMITTTEES~~COMMITTEES OF THE BOARD AND CORPORATE GOVERNANCE	43
DIRECTOR COMPENSATION	98
ITEM 1 ELECTION OF DIRECTORS	10
EXECUTIVE COMPENSATION	12
Overview	12
Compensation Discussion and Analysis	13
Human Resources Committee Report	24
Compensation Tables and Narrative Disclosure	2425
ITEM 2 PROPOSAL FOR AN ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE "SAY ON PAY" VOTE)	3332
REPORT OF THE AUDIT COMMITTEE	3332
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FEES AND SERVICES	3433
ITEM 3 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING AUGUST 26, 2017~~29, 2015~~	34
OTHER MATTERS	34
FISCAL YEAR ~~2015~~2017 SHAREHOLDER PROPOSALS	3534
GENERAL	3534
APPENDIX A — NOMINATION OF DIRECTORS	A- 1

~~Table of Contents~~



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WINNEBAGO INDUSTRIES, INC.

605 West Crystal Lake Road - Forest City, Iowa 50436

FORWARD-LOOKING INFORMATION

Statements in this Proxy Statement not based on historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions and financial performance. These statements are intended to constitute “forward-looking” statements in connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Winnebago Industries, Inc., an Iowa corporation (the “Company,” “Winnebago Industries,” “we,” “us” and “our”), is providing this cautionary statement to disclose that there are important factors that could cause actual results to differ materially from those anticipated. Reference is made to our Annual Report on Form 10-K for the fiscal year ended August ~~30, 2014~~27, 2016 (the ~~“2014~~“2016 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) for a list of such factors.

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by our Board of Directors of proxies to be used at the Annual Meeting of Shareholders to be held in our South Office Complex Theater, 605 West Crystal Lake Road, Forest City, Iowa on December ~~16, 2014~~13, 2016, at 4:00 p.m., Central Standard Time, and at any and all adjournments thereof (the “Annual Meeting” or the “Meeting”).

In accordance with rules and regulations adopted by the SEC, instead of mailing a printed copy of our proxy materials to each shareholder of record, we are now furnishing proxy materials to our shareholders on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless you specifically request a printed copy. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

It is anticipated that the Notice of Internet Availability of Proxy Materials will be mailed to shareholders on or about October ~~28, 2014~~.19, 2016.

Only holders of Common Stock of record at the close of business on October ~~14, 2014~~10, 2016 will be entitled to Notice of Internet Availability of Proxy Materials and to vote at the Annual Meeting. At such date, we had outstanding ~~27,178,574~~27,189,027 shares of Common Stock, par value $.50 per share (“Common Stock”)

that were eligible to vote. 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 represented in person or by proxy will constitute a quorum for the Annual Meeting.

If you have returned your properly signed proxy or attend the Meeting in person, your Common Stock will be counted for the purpose of determining whether there is a quorum.

If you hold shares in your own name, by submitting a proxy you may either vote for or withhold authority to vote for each nominee for the Board of Directors, you may vote in favor or against or abstain from the ratification of the appointment of independent registered public accountant, and you may vote in favor or against or abstain from the approval on an advisory basis of the executive compensation disclosed in this Proxy Statement. If you sign and submit your proxy card without voting instructions, your shares will be voted in favor of each director and each other item considered for shareholder approval. If you hold shares through a broker, follow the voting instructions provided by your broker. If you want to vote in person, a legal proxy must be obtained from your broker and brought to the Meeting. The New York Stock Exchange (“NYSE”) permits brokers to vote their customers' shares on routine matters when the brokers have not received voting instructions from their customers. The ratification of the appointment of independent registered public ~~accountants~~accountant is an example of a routine matter on which brokers may vote in this way. Brokers may not vote their customers' shares on non-routine matters such as shareholder proposals unless they have received voting instructions from their customers. Under NYSE rules, brokers are also not permitted to exercise discretionary voting authority with respect to shares for which voting instructions have not been received, as such voting authority pertains to the election of directors (whether contested or uncontested) and to matters relating to executive compensation. As a result of the NYSE rules, unless they have received voting instructions from their customers, brokers may not vote their customers' shares on any other matters other than ratification of our independent registered public accountant.

Directors must be elected by a plurality of the votes cast at the Meeting. This means that if there is a quorum, the ~~two~~ ~~nominees~~nominee in each class receiving the greatest number of votes will be elected as directors. Votes withheld from any nominee will still be counted for the purposes of establishing a quorum but will have no legal effect on the election of directors due to the fact that such elections are by a plurality of the votes cast. The ratification of the appointment of the independent registered public ~~accountants~~accountant requires the affirmative vote of a majority of those shares of Common Stock present in person or represented by proxy. Withheld votes and abstentions with respect to this Item will have the same effect as a vote against the matter.

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In addition, while the Board of Directors intends to carefully consider the shareholder votes resulting from the proposal under Item (2): Proposal For an Advisory Vote on Executive Compensation (the "Say on Pay" Vote), the final ~~votes~~vote of



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shareholders will not be binding on the Company, but will be advisory in nature.

We are not ~~now~~ aware of any matters to be presented at the Annual Meeting other than the election of the two nominees described in this Proxy Statement, the advisory approval of executive compensation, and the ratification of the appointment of independent registered public ~~accountants.~~accountant. If any matters not described in this Proxy Statement are properly presented at the Meeting, the proxies will use their personal judgment to determine how to vote your shares. If the Meeting is adjourned, the proxies can vote your Common Stock on the new Meeting date as well, unless you have revoked your proxy instructions.

Before the Meeting, you can appoint a proxy to vote your shares of Common Stock by following the instructions as set forth in the Notice of Internet Availability of Proxy Materials. If, by request, you have received a printed copy of our proxy materials, you can appoint a proxy to vote your shares of Common Stock (i) by using the Internet ~~(http://www.eproxy.com/wgo/)~~(www.proxypush.com/wgo), (ii) by calling the toll-free telephone number ~~(1-800-560-1965)~~(1-866-883-3382) or (iii) you may indicate your vote by completing, signing and dating the proxy card where indicated and returning the card to us by 12:00 p.m. Central Standard Time on December ~~15, 2014.~~12, 2016.

If a proxy card is executed and returned, it may nevertheless be revoked at any time ~~insofar as it has not been exercised.~~in accordance with the following

instructions. A person may revoke a proxy electronically by entering a new vote via the Internet or by telephone or a proxy may be revoked by (i) giving written notice to the Secretary of the Company (the “Secretary”), (ii) subsequently granting a later-dated proxy, (iii) attending the Meeting and voting in person or (iv) executing a proxy designating another person to represent you at the Meeting and voting by your representative at the Meeting. Unless revoked, the shares represented by validly executed proxies will be voted at the Meeting in accordance with the instructions indicated thereon. To revoke a proxy by telephone or the Internet, you must do so by 12:00 p.m. Central Standard Time on December ~~15, 2014~~12, 2016 (following the directions on the instructions as set forth in the Notice of Internet Availability of Proxy Materials or in the printed proxy materials received by request). Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

If no instructions are indicated on a proxy that is signed and received by us, it will be voted: (i) for the election of the twonominees for director named below (Item 1), (ii) for the advisory approval of executive compensation (Item 2), (iii) for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountant for Fiscal ~~2015~~2017 (Item 3), and (iv) in the discretion of the named proxies upon such other matters as may properly come before the Meeting.

~~Table of Contents~~

VOTING SECURITIES AND PRINCIPAL HOLDERS

The following table contains information with respect to the ownership of the Common Stock by each person known to us who is the beneficial owner of more than 5% of the outstanding Common Stock. This information is based on ownership reported as of December 31, ~~2013~~2015 according to SEC filings of the listed beneficial owner unless more recent information was appropriate to be used.

Name and Address of Beneficial Owner
Shares of Common
Stock Owned
Beneficially

% of
Common
Stock⁽¹⁾
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
2,815,310
⁽²⁾
10.4%
BlackRock, Inc.
40 East 52nd Street
New York, New York 10022
2,485,458
⁽³⁾
9.2%



Name and Address of Beneficial Owner	Shares of Common Stock Owned Beneficially		% of Common Stock⁽¹⁾
Royce & Associates, LLC 745 Fifth Avenue New York, New York 10151	3,041,377	⁽²⁾	11.3%
BlackRock, Inc. 55 East 52nd Street New York, New York 10055	2,724,023	⁽³⁾	10.1%
Invesco Ltd. 1555 Peachtree Street NE Suite 1800 Atlanta, GA 30309	2,420,556	⁽⁴⁾	9.0%
Cooke & Bieler LP 1700 Market Street Suite 3222 Philadelphia, PA 19103	2,075,450	⁽⁵⁾	7.7%
Franklin Resources, Inc. One Franklin Parkway San Mateo, California 94403	1,798,750	⁽⁶⁾	6.7%


(1)	Based on ~~26,957,153~~26,901,146 outstanding shares of Common Stock on October ~~14, 2014~~. 10, 2016.


(2)	The number of shares listed for ~~T. Rowe Price~~Royce & Associates ~~Inc.~~ is based on a Schedule 13G/A filed with the SEC on ~~April 10, 2014.~~January 28, 2016.


(3)	The number of shares listed for BlackRock, Inc. is based on a Schedule 13G/A filed with the SEC on ~~January 31, 2014.~~September 9, 2016.


(4)	The number of shares listed for Invesco Ltd is based on a Schedule 13G filed with the SEC on February 12, 2016.


(5)	The number of shares listed for Cooke & Bieler LP is based on a Schedule 13G/A filed with the SEC on February 10, 2016.


(6)	The number of shares listed for Franklin Resources, Inc. is based on a Schedule 13G/A filed with the SEC on February 11, 2016.



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The following table sets forth certain information known to us with respect to beneficial ownership of our Common Stock, as defined in Rule 13(d)(3) under the Exchange Act, at October ~~14, 2014~~10, 2016 for (i) each of our directors, (ii) each executive officer of the Company as of the end of Fiscal ~~2014~~2016 named in the summary compensation table below, (iii) all executive officers and directors as a group.


Name	Shares of Common Stock Owned Beneficially⁽¹⁾⁽²⁾	Exercisable Stock Options	Winnebago Stock Units⁽²⁾	Total Shares of Common Stock Owned Beneficially⁽¹⁾	% of Common Stock⁽³⁾		Shares of Common Stock Owned Beneficially⁽¹⁾⁽²⁾	Exercisable Stock Options	Winnebago Stock Units⁽²⁾	Total Shares of Common Stock Owned Beneficially⁽¹⁾	% of Common Stock⁽³⁾
Irvin E. Aal	9,000	8,000	21,822	38,822	⁽⁴⁾
Christopher J. Braun⁽⁴⁾							—	—	—	—	⁽⁵⁾
Robert M. Chiusano	10,960	—	22,412	33,372	⁽⁴⁾		19,960	—	22,412	42,372	⁽⁵⁾
Jerry N. Currie	12,000	8,000	—	20,000	⁽⁴⁾		21,000	—	—	21,000	⁽⁵⁾
S. Scott Degnan	14,716	—	—	14,716	⁽⁴⁾		33,860	—	—	33,860	⁽⁵⁾
Lawrence A. Erickson	9,000	14,000	32,613	55,613	⁽⁴⁾		18,000	—	32,613	50,613	⁽⁵⁾
Robert L. Gossett	33,796	8,334	—	42,130	⁽⁴⁾
William C. Fisher							6,000	—	3,427	9,427	⁽⁵⁾
Scott C. Folkers							33,717	—	—	33,717	⁽⁵⁾
Michael J. Happe							10,000	—	—	10,000	⁽⁵⁾
Daryl W. Krieger							40,981	—	—	40,981	⁽⁵⁾
David W. Miles⁽⁴⁾							—	—	—	—	⁽⁵⁾
Sarah N. Nielsen	37,211	12,500	—	49,711	⁽⁴⁾		53,830	—	—	53,830	⁽⁵⁾
William J. O'Leary	36,152	12,500	—	48,652	⁽⁴⁾
Robert J. Olson	68,110	8,787	—	76,897	⁽⁴⁾
Randy J. Potts	73,892	4,000	—	77,892	⁽⁴⁾
Martha T. Rodamaker	2,500	—	3,667	6,167	⁽⁴⁾		11,500	—	8,449	19,949	⁽⁵⁾
Mark T. Schroepfer	18,500	—	2,549	21,049	⁽⁴⁾		29,500	—	2,549	32,049	⁽⁵⁾
Directors and executive officers as a group (15 persons)	380,728	78,788	83,063	542,579	2.0	%
Directors and executive officers as a group (17 persons)							341,215	—	69,450	410,665	1.5	%


(1)	Includes shares held jointly with or by spouse and shares held as custodian, beneficial ownership of which is disclaimed.


(2)	Winnebago Stock Units held under our Directors' Deferred Compensation Plan as of October ~~14, 2014~~10, 2016 (see further discussion of the plan in the Director Compensation section). These units are to be settled 100% in Common Stock upon the earliest of the following events: director's termination of service, death or disability or a "change in control" of the Company, as defined in the plan.

(3)

Based on ~~26,957,153~~26,901,146 outstanding shares of Common Stock on October ~~14, 2014~~,10, 2016, together with ~~78,788~~0 shares that directors and executive officers as a group have the right to acquire within 60 days of October ~~14, 2014~~10, 2016 through the exercise of stock options, and shares representing the ~~83,063~~69,450 Winnebago Stock Units held by directors under our Directors' Deferred Compensation Plan as of October ~~14, 2014~~.

10, 2016.


(4)	Mr. Braun and Mr. Miles joined the Board in December 2015.


(5)	Less than 1%.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than 10% of the our Common Stock (collectively, “Reporting Persons”) to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by the SEC regulations to furnish us 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, we believe that, during Fiscal ~~2014~~2016, all Reporting Persons complied with all applicable filing requirements.

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BOARD OF DIRECTORS, COMMITTEES OF THE BOARD AND CORPORATE GOVERNANCE

Board Leadership Structure. Our By-Laws and Corporate Governance Policy delegate to the Board of Directors the right to exercise its discretion to either separate or combine the offices of ~~Chairman of the~~ Board Chair and Chief Executive Officer ("CEO"). This decision is based upon the Board's determination of what is in the best interests of Winnebago Industries and our

shareholders, in light of then‑current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and other relevant factors.

~~Mr.~~Randy Potts, our former Chair, CEO, and President, retired effective August 6, 2015. At that time, Lawrence A. Erickson, then Lead Director, was elected toas the Chair. At the October 14, 2015, Board meeting, the Board determined that, in their judgment, the Chair and CEO role should be split, with the Chair being one of the independent directors and the CEO being a non-independent, employee director. The Board determined that this was the proper corporate governance practice for us at the time.

Following Mr. Potts' retirement, Robert J. Olson, former Chair and CEO who had retired from the Company's Board in December ~~13, 2011, shareholder meeting~~2014, returned and was named the interim CEO. He served as such from August 6, 2015 until September 24, 2015. On September 25, 2015, the Board elected ~~Chairman~~Mr. Erickson to fill the role of interim CEO for no employment compensation until a permanent CEO, Mr. Happe, was appointed President and CEO on January 18, 2016. On June 14, 2016, Mr. Erickson stepped down as the Chair of the Board, ~~effective February 24, 2012, and continues to serve as the Chairman, CEO, and President.~~while



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remaining a director. The Board ~~continues~~elected Mr. Chiusano to ~~believe~~succeed him as Chair.

The Board has concluded that at this time the Company should have an independent Chair. The Board concluded that this ~~Board leadership~~ structure is appropriate and in the best interests of the Company, given Mr. Potts' experience as the CEO and President, along with his previous service as Senior Vice President, Strategic Planning; Vice President, Manufacturing; Director of Manufacturing, and as General Manager of Manufacturing Services - a total of 31 years with Winnebago Industries, with strategic planning, manufacturing and administrative skills and experience. As part of the checks and balances on this type of Board leadership, Mr. Potts is subject to oversight and review by the Company's independent directors.

In addition, when the Chairman of the Board is the CEO or a Winnebago Industries employee, we have a designated independent Lead Director (as defined below), selected by directors who are not Winnebago Industries employees ("Non-Employee Directors"), with clearly delineated and comprehensive duties and responsibilities as set forth in our Corporate Governance Policy; this provides us with a strong ~~counterbalancing~~ governance and leadership structure that is designed ~~so that~~to exercise independent ~~Directors exercise~~ oversight of our management ("Management") and key issues related to strategy and risk. In addition, only independent Directors serve on the Audit Committee, the Human Resources Committee and the Nominating and Governance Committee of the ~~Board; moreover,~~Board, Non-Employee Directors regularly hold executive sessions of the Board outside the presence of the ~~Chairman and~~ CEO or any other ~~Winnebago Industries employee;~~employee under the Corporate Governance Policy that requires the Board's independent Directors ~~also~~to hold executive sessions at least once each year; such executive sessions are led by the ~~Lead Director;~~Chair; and we have established a Shareholder and Other Interested Party Communications Policy for all shareholders and other interested ~~parties.~~parties to communicate directly with the Board.

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

Lead Director. ~~According~~At this time the Board has determined that the Chair be independent. However, the Board may in the future determine that the CEO could serve as Chair. If that were to occur, according to the Company's Corporate Governance

Policy, when the ~~Chairman~~Chair of the Board is also the CEO or an employee of the Company, the Non-Employee Directors shall select an independent director to preside or lead at each executive session (the “Lead Director”). The Company's Corporate Governance Policy sets forth the authority, duties and responsibilities of the Board of Directors' Lead Director as follows: convene and chair meetings of the Non-Employee Directors in executive session at each Board meeting; convene and chair meetings of the independent directors in executive session no less than once each year; preside at all meetings of the Board at which the ~~Chairman~~Chair and CEO is not present, including executive sessions of the non-management directors and independent directors; solicit the Non-Employee Directors for advice on agenda items for meetings of the Board; serve as a liaison between the ~~Chairman~~Chair and CEO and the Non-Employee Directors; collaborate with the ~~Chairman~~Chair and CEO in developing the agenda for meetings of the Board and approve such agendas; consult with the ~~Chairman~~Chair and CEO on information that is sent to the Board; collaborate with the ~~Chairman~~Chair and the ~~Chairpersons~~Chairs of the standing committees in developing and managing the schedule of meetings of the Board and approve such schedules; and if requested by major shareholders, ensure that he or she is available for consultation and direct communication. In performing the duties described above, the Lead Director is expected to consult with the Chairs of the appropriate Board committees and solicit their participation. The Lead Director also performs such other duties as may be assigned to the Lead Director by the Company's By-Laws or the Board.

Required Committees of the Board. The Board has established standing Audit, Human Resources, and Nominating and Governance ~~and Business Development Advisory~~ Committees to assist it in the discharge of its responsibilities. Each of such committees is governed by a written charter.

~~Table of Contents~~

Committees of the Board
Audit Human Resources Nominating and Governance Business Development Advisory
Irvin E. Aal ⁽¹⁾
X Chair
Robert M. Chiusano ⁽¹⁾
X Chair
Jerry N. Currie ⁽¹⁾
X X
Lawrence A. Erickson (Lead Director) ⁽¹⁾⁽²⁾
X Chair
Robert J. Olson X
Martha T. Rodamaker⁽¹⁾
X X
Mark T. Schroepfer⁽¹⁾⁽²⁾
Chair X
Number of meetings in Fiscal 2014 4 4 4 3
Conducted a self-assessment of its performance X X X



	Committees of the Board
	Audit	Human Resources	Nominating and Governance
Christopher J. Braun ⁽¹⁾	X
Robert M. Chiusano (Chair) ⁽¹⁾⁽²⁾		X
Jerry N. Currie ⁽¹⁾			X
Lawrence A. Erickson ⁽³⁾	X	X
William C. Fisher ⁽¹⁾		Chair
David W. Miles ⁽¹⁾	X		X
Martha T. Rodamaker ⁽¹⁾		X	Chair
Mark T. Schroepfer⁽¹⁾⁽³⁾	Chair
Number of meetings in Fiscal 2016	4	4	4
Conducted a self-assessment of its performance⁽⁴⁾	X	X	X


(1)	Determined to be "independent" under listing standards of the NYSE and our Director Nomination Policy (defined below).


(2)	As of September 25, 2015, Mr. Erickson became the interim CEO and was no longer considered independent and, therefore, did not serve on any of these mandatory committees. Upon Mr. Happe becoming President and CEO, Mr. Erickson resumed his role on the Human Resources Committee at the March and June meetings.


(3)	Designated as an "audit committee financial expert" for purposes of Item 407, Regulation S-K under the Securities Act of 1933, as amended.


(4)	For no compensation other than Board fees compensation



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The principal responsibilities of each of these committees are described below.

Audit Committee. Each year, the 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 ~~accountants~~accountant regarding internal controls. Others in regular attendance for part of the Audit Committee meeting typically include: the ~~Chairman;~~Board Chair; the CEO; the CFO; the Vice President, General Counsel and Secretary; and the Treasurer/Director of Finance. The Audit Committee meets at least annually with the CFO, the internal auditors and the independent auditors in separate executive sessions. The Audit 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. The Audit Committee also performs other duties as set forth in its written charter which is available for review on the Corporate Governance portion of the Investor Relations section of our Web Site at http://~~www.winnebagoind.com/governance.html.~~www.winnebagoind.com. The Audit Committee annually reviews its written charter and recommends to the Board such changes as it deems necessary. Reference is also made to the “Report of the Audit Committee” herein.

Human Resources Committee. The Human Resources Committee's charter, which is available for review on the Corporate Governance portion of the Investor Relations section of our Web Site at http://~~www.winnebagoind.com/governance.html,~~www.winnebagoind.com, establishes the scope of the committee's duties to include: (1) reviewing and approving corporate goals and objectives relevant to compensation of our CEO, evaluating performance and compensation of our CEO in light of such goals and objectives and establishing compensation levels for other executive officers; (2) overseeing the evaluation of our executive officers (other than the CEO) and approving the general compensation program and salary structure of such executive officers; (3) administering and approving awards under our incentive compensation and equity-based plan; (4) reviewing and approving any executive employment agreements, severance agreements, and change in control agreements; (5) from time to time, reviewing the list of peer group of companies to which we compare ourself for compensation purposes; (6) reviewing and approving Board retainer fees, attendance fees, and other compensation, if any, to be paid to Non-Employee Directors; (7) reviewing and discussing with Management the Compensation Discussion and Analysis section and certain other disclosures including those relating to compensation advisors, compensation risk and say on pay, as applicable for our Form 10-K and proxy statement; and (8) preparing an annual report on executive compensation for our Form 10-K and proxy statement.

Role of Executive Officers — In Fiscal ~~2014~~2016, the Human Resources Committee delegated authority to designated members of Management to approve employment compensation packages for certain employees, not including the Named Executive Officers (NEOs) (as defined below),

under certain circumstances. During Fiscal ~~2014~~2016, Mr. ~~Potts~~Happe as CEO, recommended to the committee proposals for base salary, target short-term incentive levels, actual short-term incentive payouts and long-term incentive grants for ~~the other~~select NEOs for Fiscal ~~2015.~~2016. The committee separately considers, discusses, modifies as appropriate, and takes action on such proposals and the compensation of the CEO and other NEOs. See “Compensation Discussion and Analysis-Role of Executive Officers in Compensation Decisions” below for further detail.

Role of Compensation Consultants — The Human Resources Committee has periodically utilized an outside compensation consultant for matters relating to executive compensation. In Fiscal ~~2013,~~2015, the committee retained a compensation consultant, Willis Towers Watson, to conduct a new study on executive compensation ~~beginning in Fiscal 2013 and continuing,~~ that was ~~initially~~ reviewed by the committee in June ~~2013.~~2015. As described in "Compensation Discussion and Analysis - Competitive Benchmarking" below, compensation decisions made during Fiscal ~~2014~~2015 relied in part upon the ~~2013~~2015 Willis Towers Watson study. In addition, in late Fiscal 2016, the committee retained Willis Towers Watson to conduct a study on the Annual and Long Term Incentive plans.

Nominating and Governance Committee. The Nominating and Governance Committee's charter, which is available for review on the Corporate Governance portion of the Investor Relations section of our Web Site at http://~~www.winnebagoind.com/governance/html,~~www.winnebagoind.com, establishes the scope of the committee's duties to

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include: (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 will be able to communicate with members of the Board; (4) developing and recommending to the Board a Corporate Governance Policy applicable to the Company; and (5) reviewing and approving Related Person Transactions (as defined below). The committee recommended to the Board the director-nominees proposed in this Proxy Statement for election by the shareholders. The Nominating and Governance Committee reviews the qualifications of, and recommends to the Board, candidates to fill Board vacancies as they may occur during the year. The Nominating and Governance Committee will consider suggestions from all sources, including shareholders, regarding possible candidates for director in accordance with our Director Nomination Policy, as discussed below. See also "Fiscal Year ~~2015~~2017 Shareholder Proposals" and Appendix A "Director Nomination Policy" below for a summary of the procedures that shareholders must follow to nominate a director.

Finance Committee. At the June 15, 2016, Board meeting the need for a Finance Committee to address the use of capital by the Company was discussed. Following an exploration process headed by David Miles and Don Heidemann, along with drafting a proposed charter for the Finance Committee, the Board took action and the Finance Committee was formed and the first meeting was held October 11, 2016. The Finance Committee's charter, which is available for review on the Corporate Governance portion of the Investor Relations



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section of our Web Site at http://www.winnebagoind.com, establishes the scope of the committee's duties to include: 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 will have oversight in the following specific areas: strategic transactions, capitalization and debt and equity offerings, capital expenditure plans, delegated authority limits for capital expenditures, financial review of business plans, rating agencies and investor relations, dividends, share repurchase authorizations, investment policy, employee benefit plans, tax strategies, and financial risk management.

Business Development Advisory Committee. The Business Development and Advisory ~~Committee's charter, which is available for review on our Web Site at http://www.winnebagoind.com/governance/html, establishes~~Committee was a non-mandatory committee and after not meeting during the ~~scope~~2016 fiscal year and following the hiring of Ashis Bhattacharya as the Vice President of Strategic Planning and Development, it was felt the role of the ~~committee's duties to include: (1) providing a~~committee was no longer needed and it was dissolved at the June Board of Director forum to Operational Leadership of Winnebago Industries to review, guide and advise members on subject matters of material importance as chosen by the Winnebago Operational Leadership and approved by the Board of Directors committee members; and (2) creating a working environment whereas topic related ideas, experiences and perspectives may be shared by all members with an objective to allow more complete and improved strategic analysis and decision making.meeting.

Our Board of Directors held five meetings during Fiscal ~~2014~~2016. Actions taken by any committee of the Board are reported generally to the Board of Directors at its next meeting. During Fiscal ~~2014~~2016, all of the directors attended more than 75% of the aggregate of Board of Directors' meetings and meetings of committees of the Board on which they served. Our Corporate Governance Policy, discussed below, encourages, but does not require, Board members to attend the Annual Meeting. At the last Annual Meeting, all of the then-current directors were in attendance.

Executive Sessions of Non-Employee Directors — ~~Non-Employee~~Independent Directors meet privately in executive sessions to consider such matters as they deem appropriate, without Management being present, as a routinely scheduled agenda item for every Board ~~meeting. An executive session including only independent directors, as defined in the NYSE listing standards~~meeting and ~~the Director Nomination Policy (as defined below), is held~~ at least once a year. pursuant to the requirements of the NYSE. During Fiscal ~~2014~~2016, all Non-Employee Directors were independent, except ~~for Mr. Olson. See "Director Independence" below.~~ Mr. Erickson ~~was chosen~~ as ~~Lead Director to preside at such executive sessions after December 13, 2011 when Mr. Potts was elected to the Board.~~noted above.

The Board has adopted the Corporate Governance Policy which incorporates the corporate governance principles by which we operate. The Nominating and Governance Committee annually reviews the Corporate Governance Policy and recommends any changes to the Board. A copy of our Corporate Governance Policy is available on the Investor Relations section of our Web Site at http://~~www.winnebagoind.com/governance.html.~~www.winnebagoind.com.

Nominations of Directors Policy. The Nominating and Governance Committee has adopted a Director Nomination Policy (attached as Appendix A to this Proxy Statement) (the "Director Nomination Policy") to assist it in fulfilling its duties and responsibilities in consideration of director nominations.

Briefly, the Nominating and Governance Committee will consider as a candidate any director who has indicated to the Nominating and Governance Committee that he or she is willing to stand for re-election, and who has not reached the age of 7572 years prior to the date of re-election to the Board, as

well as any other person who is recommended by any shareholder who provides the required information and certifications within the specified time requirements, as set forth in the Director Nomination Policy. The Nominating and Governance Committee may also undertake its own search process for candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential nominees.

In considering a potential nominee for the Board, candidates also will be assessed in the context of the then‑current composition of the Board, the operating requirements of the Company and the long‑term interests of all shareholders. In conducting this assessment, the Nominating and Governance Committee will consider diversity (including, but not limited to, age, experience and skills) and such other factors as it deems appropriate given the then‑current and anticipated future needs of the Board and the Company in order to maintain a balance of perspectives, qualifications, qualities and skills on the Board. Although the Nominating and Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process, without regard to race, religion, gender, national origin or other protected category, and under no circumstances will the Nominating and Governance Committee evaluate nominees recommended by a shareholder of the Company pursuant to a process substantially different than that used for other nominees for the same election or appointment of directors. The Nominating and Governance Committee considers and assesses the implementation and effectiveness of this process in connection with Board nominations annually to assure that itthe Board contains an effective mix of individuals to best further the Company's long-term business interests. Audit, Human Resources, and Nominating and Governance Committees all perform annual self-assessments of their effectiveness.

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Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its shareholders. The Nominating and Governance Committee does, however, believe it appropriate for at least one member of the Board and Audit Committee to meet the criteria as an "audit committee financial expert" as defined by SEC rules.

Policy and Procedures With Respect to Related Person Transactions. The Board of Directors adopted the Winnebago Industries, Inc. Related Person Transaction Policy and Procedures, which provides that the Nominating and Governance Committee will review and approve Related Person Transactions (as defined below); provided that the Human Resources Committee will review and approve the compensation of each employee who is an immediate family member of a director or executive officer and whose compensation exceeds $120,000. The Chair of the Nominating and Governance Committee has delegated authority to act between committee meetings.

The policy defines a “Related Person Transaction” as a transaction, arrangement or relationship (or any series of



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similar transactions, arrangements or relationships) in which we were, are or will be a participant and the amount involved exceeds $120,000 and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest, other than:


(1)	competitively bid or regulated public utility services transactions,


(2)	transactions involving trustee type services,


(3)	transactions in which the Related Person's interest arises solely from ownership of our equity securities and all equity security holders received the same benefit on a pro rata basis,


(4)	an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction if:


(i)	the compensation arising from the relationship or transaction is or will be reported pursuant to the SEC's executive and director compensation proxy statement disclosure rules; or

(ii)

the executive officer is not an immediate family member of another executive officer or director and such compensation would have been reported under the SEC's executive and director compensation proxy statement disclosure rules as compensation earned for services if the executive officer was a NEO, as that term is defined in the SEC's executive and director compensation proxy statement disclosure rules, and such compensation has been or will be approved, or recommended to our Board of Directors for approval, by the Human Resources Committee of our Board of Directors, or


(5)	if the compensation of or transaction with a director is or will be reported pursuant to the SEC's executive and director compensation proxy statement disclosure rules.

“Related Person” is defined as (1) each director, director nominee and executive officer, (2) 5% or greater beneficial owners, (3) immediate family members of the foregoing persons and (4) any entity in which any of the foregoing persons is a general partner or principal or in a similar position or in which such person and all other related persons to such person has a 10% or greater beneficial interest.

The Nominating and Governance Committee will assess whether a proposed transaction is a Related Person Transaction for purposes of the policy. Under the policy, the ~~Chairman~~Chair of the Nominating and Governance Committee has the authority to pre-approve or ratify (as applicable) any Related Person Transaction with a Related Person in which the aggregate amount involved is expected to be less than $500,000.

The policy recognizes that certain Related Person Transactions are in our and our shareholders' best interests. Each of the following Related Person Transactions are deemed to be pre-approved by the Nominating and Governance Committee pursuant to the policy, even if the aggregate amount involved will exceed $120,000:

Certain transactions with other companies. Any transaction with another company at which a Related Person's only relationship is as an employee (other than

an executive officer), director or beneficial owner of less than 10% of that company's shares or other equity securities, if the aggregate amount involved does not exceed the greater of $1 million, or 2% of that company's total annual revenues.

Certain Company charitable contributions. Any charitable contribution, grant or endowment by Winnebago Industries or the Winnebago Industries Foundation to a charitable organization, foundation or university at which a Related Person's only relationship is as an employee (other than an officer), if the aggregate amount involved does not exceed $100,000.

The approval procedures in the policy identify the factors the Nominating and Governance Committee will consider in evaluating whether to approve or ratify Related Person Transactions or material amendments to pre-approved Related Person Transactions. The Nominating and Governance Committee will consider all of the relevant facts and circumstances available to the Nominating and Governance Committee, including (if applicable) but not limited to: whether the Related Person Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, the extent of the Related Person's interest in the transaction, and whether the proposed Related Person Transaction is in compliance with or would require disclosure under applicable SEC rules and regulations, NYSE listing requirements and our policies.

The policy provides for the annual pre-approval by the Nominating and Governance Committee of certain Related Person Transactions that are identified in the policy, as the policy may be supplemented and amended. During Fiscal ~~2014~~2016, there were no Related Person Transactions to disclose.

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Corporate Governance Policies and Codes of Conduct. The Board of Directors has adopted a Corporate Governance Policy, a Director Nomination Policy, a Shareholder and Other Interested Party Communications Policy and written charters for its Audit Committee, Human Resources Committee and Nominating and Governance Committee.

The Board of Directors also has adopted a Code of Ethics applicable to all of our directors, officers and employees and the Code of Ethics for CEO and Senior Financial Officers (including the CFO and the Treasurer/Director of Finance). These policies, charters, codes and other items relating to our governance are available on the Corporate Governance portion of the Investor Relations section of our Web Site at http://~~www.winnebagoind.com/governance.html.~~www.winnebagoind.com. These documents are also available in print free of charge to any shareholder who requests them in writing from: Winnebago Industries, Inc., Attn: Vice President-General Counsel and Secretary, 605 West Crystal Lake Road, Forest City, Iowa 50436. Information contained on our Web Site is not incorporated into this Proxy Statement or other securities filings.

Director Independence. Under our Corporate Governance Policy and NYSE rules, the Board must have a majority of directors who meet the standards for independence under our Director Nomination Policy and applicable NYSE rules, respectively. The Board must determine, based on a review of all of the relevant facts and circumstances, whether each director satisfies the criteria for independence. In accordance



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with the Director Nomination Policy, the Board undertook its annual review of director and director nominee independence. During this review, the Board considered a variety of relevant facts and circumstances, including a review of all transactions and relationships between each director and director nominee or any member of his 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, 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). As provided in the Director Nomination Policy, the purpose of this review was to determine whether any such relationships or transactions existed or exist that were inconsistent with a determination that the director or nominee is independent. As a result of this review, the Board, at its meeting in October ~~2013,~~2016, affirmatively determined that Mr. ~~Aal~~Braun (Class I director), Mr. Chiusano (Class II director), Mr. Currie (Class II director), Mr. Erickson (Class II director), Mr. Miles (Class I director), Ms. Rodamaker (Class I director), Mr. Fisher (Class III director) and Mr. Schroepfer (Class III director), are independent as defined by the relevant provisions of applicable law, the NYSE listing standards and our Director Nomination Policy and that each independent director and nominee has no material relationship with Winnebago Industries. As a result of this review, the Board determined that a majority of directors are independent.

The Board determined that Mr. Erickson was not independent when he served as Interim CEO, although he received no compensation for such service.

As a result, all members of the Audit Committee, Human Resources Committee and Nominating and Governance Committee are independent under these standards.

Mr. ~~Olson~~Happe (Class III director) is not ~~considered independent because of his previous employment as Chairman and CEO of the Company. Mr. Potts (Class III director) is not considered~~ independent because of his employment as ~~Chairman,~~ CEO and President of the Company.

Shareholder and Other Interested Party Communications with Directors. The Nominating and Governance Committee has adopted a policy for shareholders and other interested parties to send communications to the Board. Shareholders and other interested parties who desire to communicate with our directors or a particular director may write to: Winnebago Industries, Inc., Attn: Vice President-General Counsel and Secretary, 605 West Crystal Lake Road, Forest City, Iowa 50436; or e-mail: ~~sfolkers@winnebagoind.com.~~sfolkers@wgo.net. All communications must be accompanied by the following information (i) if the person submitting the communication is a shareholder, a statement of the number of shares of Common Stock that the person holds; (ii) if the person submitting the communication is not a shareholder and is submitting the communication to the non-Management directors as an interested party, the nature of the person's interest in Winnebago Industries; (iii) any special interest, meaning an interest not in the capacity of a shareholder, of the person in the subject matter of the communication; and (iv) the address, telephone number and e-mail address, if any, of the person submitting the communication. Communications received from shareholders and other interested parties to the Board of Directors will be reviewed by the Vice President-General Counsel and Secretary, or such other person designated by all non-Management members of the Board, and if they are relevant to, and consistent with, our operations and policies that are approved by all non-Management members of the Board, they

will be forwarded to the ~~Lead Director~~Board Chair or applicable Board member or members as expeditiously as reasonably practicable.

Risk Management Oversight Process. We face a number of risks, including financial, technological, operational, strategic and competitive risks. Management is responsible for the day-to-day management of risks we face, while the Board has responsibility for the oversight of risk management. In its risk oversight role, the Board ensures that the processes for

identification, management and mitigation of risk by our management are adequate and functioning as designed. Our Board is actively involved in overseeing risk management and it exercises its oversight both through the full Board and through three of the standing committees of the Board: the Audit Committee, the Human Resources Committee, and the Nominating and Governance Committee. These standing committees exercise oversight of the risks within their areas of responsibility, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. 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 have engaged from time to time. At meetings of the Board, management makes presentations to the Board regarding our business strategy, operations, financial performance, annual budgets, technology and other matters. Many of these presentations include information relating to the challenges and risks to our business and the Board and management actively engage in discussion on these topics. Each of the committees also receives reports from management

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regarding matters relevant to the work of that committee. These management reports are supplemented by information relating to risk from our advisors. Additionally, 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 these committees.

DIRECTOR COMPENSATION

In Fiscal 2015, the Human Resources Committee engaged an outside compensation consultant, Willis Towers Watson, to conduct an updated analysis of the total compensation paid to the Board of Directors (hereinafter, the "2015 Compensation Analysis"). The Consultant was retained by the Committee and has not performed any services for Management. The Committee engaged the Consultant to perform the 2015 Compensation Analysis, in part, to update a prior analysis prepared by the Consultant in 2013 (the "2013 Compensation Analysis"). The Committee has the sole authority to retain or terminate any compensation consultant used in the evaluation of compensation packages and has the sole authority to approve the consultant's fees.

Employee directors receive no additional compensation for serving on the Board or its committees. Each of our Non-Employee Directors receives an annual retainer of ~~$38,000,~~$50,000, payable monthly, plus reimbursement of expenses incurred in attending Board and committee meetings. The ~~Lead Director~~Chairman of the Board receives an additional ~~$5,000 annual retainer, payable monthly, due to~~$40,000 per year, the ~~Lead Director's additional responsibilities. The~~ Audit



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Committee Chair receives an additional annual retainer of $10,000, payable monthly, due to the Audit Chair's additional responsibilities. The Chairs of the other Board committees also receive an annual retainer of $5,000, payable monthly. ~~We also pay meeting fees of $1,200 per day (regardless~~

While Mr. Erickson served as Board Chair and Interim CEO, he received no additional compensation over and above his compensation as a director and Chair of the ~~number of meetings attended in that day). Compensation for participation in Board or committee meetings telephonically is $500 per telephonic meeting.~~Board.

DIRECTOR COMPENSATION TABLE

During Fiscal ~~2014~~2016 there were no awards of options, stock appreciation rights, or changes in pension value or non-qualified deferred compensation earnings awarded to directors. The Company awarded a restricted stock grant of ~~2,500~~6,000 shares on October 13, 2015 to each Non-Employee Director that was on the board at that time. No other stock grants were awarded to directors during Fiscal ~~2014.~~ 2016.

The following table sets forth the total compensation paid to each Non-Employee Director for Fiscal ~~2014~~,2016, other than reimbursement for travel expenses:


Director	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		All Other Compensation⁽³⁾		Total		Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		All Other Compensation⁽³⁾		Total
Irvin E. Aal	$	53,100	$	68,200	$	—	$	121,300	$	16,168	$	119,100	$	—	$	135,268
Christopher J. Braun									35,484		—		—		35,484
Robert M. Chiusano	53,100		68,200		—		121,300		63,853		119,100		—		182,953
Jerry N. Currie	47,600		68,200		—		115,800		49,000		119,100		—		168,100
Lawrence A. Erickson	58,100		68,200		—		126,300		83,172		119,100		—		202,272
Robert J. Olson	47,600		68,200		—		115,800
William C. Fisher									53,533		119,100		—		172,633
David W. Miles									35,484		—		—		35,484
Martha T. Rodamaker	48,100		68,200		—		116,300		53,533		119,100		—		172,633
Mark T. Schroepfer	58,100		68,200		—		126,300		59,000		119,100		—		178,100


(1)	Our directors may elect to receive fees in cash or may defer their fees into the Directors' Deferred Compensation Plan.


(2)	These awards are valued at ~~$27.28~~$19.85 per share, the closing price on October ~~16, 2013,~~13, 2015, the date of the restricted stock grant.


(3)	None of the directors received perquisites and other personal benefits in an aggregate amount of $10,000 or more.

NON-EMPLOYEE DIRECTOR HOLDINGS AS OF OCTOBER ~~14, 2014~~10, 2016

As of October ~~14, 2014~~10, 2016, the aggregate number of stock awards, stock purchased, stock option awards and Winnebago Stock Units held by each Non-Employee Director is shown in the Voting Securities and Principal Holders ~~section.~~section on page 3.

DIRECTOR OWNERSHIP GUIDELINES

Our Corporate Governance Policy states that Non-Employee Directors have guidelines encouraging ownership of Common Stock, Stock Units or other equity equivalents equal in value to 400% of their annual retainer of $50,000, 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' DEFFERRED COMPENSATION PLAN

Effective April 1, 1997, the Board of Directors adopted the Winnebago Industries, Inc. Directors' Deferred Compensation Plan (as amended, the “Directors' Deferred Compensation Plan”). The purpose of the Directors' Deferred Compensation Plan is to enable Non-Employee Directors (the “Participants”) to receive ~~their~~ compensation for board service (the “Deferred Compensation”) in a form other than as direct payments and to defer taxes on such compensation. A Participant may elect to apply either 50% or 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 our treasury shares and like all Common Stock, generally, will accrue dividends, if any, paid by us on our Common Stock. Winnebago Stock Units will be recorded in such Participant's account on the basis of the closing price of ~~the~~our Common Stock ofon the ~~Company~~NYSE on the date upon which the account is ~~to be credited, as officially reported by the NYSE.~~credited. Prior to July 1, 2013, any Participant who elected to defer compensation in the form of Winnebago Stock Units received a matching contribution from the Company equal to 25% of the Deferred Compensation so invested, which was credited

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to the Participant's account and invested in Winnebago Stock Units. On March 20, 2013, the Board of Directors amended the Directors' Deferred Compensation Plan effective July 1, 2013 to remove the Company's matching contribution. All other material aspects of the Directors' Deferred Compensation Plan remain in place.



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Prior to removal of the matching contribution provision, the matching contribution to a Participant's Winnebago Stock Unit account vested on a graduated basis at the rate of 33-1/3% for each complete 12-month period of service as a director following the effective date of the Directors' Deferred Compensation Plan. Any matching Winnebago Stock Units thereafter recorded in the Participant's account after the Participant's completion of 36 months of service after the effective date of the Directors' Deferred Compensation Plan will be fully vested and non-forfeitable. Notwithstanding the above, the 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. Under the Directors' Deferred Compensation Plan, participants are restricted from selling the Common Stock underlying the Winnebago Stock Units until the date the participant retires from the Board of Directors. 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. The Winnebago Stock Units credited to Participant's accounts are included in the Common Stock ownership table under the caption “Voting Securities and Principal Holders.” The directors, however, do not have any rights to vote or dispose of any shares of Common Stock underlying the stock units until their service as director ends.

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, 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 a 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 of control" of the Company, as defined in the Directors' Deferred Compensation Plan, 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. 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. 2014 Omnibus Equity, Performance Award and Incentive Compensation Plan (the "2014 Plan") provides that Non-Employee Directors may receive “Stock Awards,” “Performance Awards” or “Non-qualified Stock Options” each as defined under the 2014 Plan (collectively, “Director Awards”) and may not be granted incentive stock options. Terms, conditions and limitations applicable to any Stock Awards or Performance Awards granted to a Non-Employee Director pursuant to this plan shall be determined by the Board. On the grant date, the grant price of a Non-qualified Stock Option shall be not less than the fair

market value of the Common Stock subject to such Option. The term of the Non-qualified Stock Option shall extend no more than ten years after the grant date. Non-qualified Stock Options may not include provisions that “reload” the option upon exercise. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Non-qualified Stock Options awarded to directors pursuant to the 2014 Plan, including the grant price, the term of the Non-qualified Stock Options, the number of shares of Common Stock subject to the Non-qualified Stock Option and the date or dates upon which they become exercisable, shall be determined by the Human Resources Committee. No participant may be granted, during any fiscal year, Director Awards consisting of Stock Awards or Performance Awards covering or relating to more than 10,000 shares of Common Stock or Non-qualified Stock Options for more than 20,000 shares of Common Stock during any fiscal year. Other than the 6,000 share restricted stock grant described above, no non-employee director received any other Director Awards in Fiscal 2016.

ITEM 1

ELECTION OF DIRECTORS

Our Board of Directors 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. Our bylaws provide that our Board is comprised of between three and fifteen directors. The Board set the number of directors at ~~eight.~~nine. The number of directors was increased from 8 to 9 at the June 17, 2015 Board Meeting and the number of Class I directors was increased to three. Directors are elected for a term of three years. At the Annual Meeting, the term of office of the Class ~~III~~II directors (Messrs. ~~Olson, Potts,~~Chiusano, Currie, and ~~Schroepfer)~~Erickson) will ~~expire,~~expire. Mr. Erickson and Mr. Currie announced their intention to retire and not seek re-election at the June 2016 Board meeting. Mr. Chiusano will be nominated as a Class II director. There are two ~~persons~~ vacancies for the Class II seats. The Nominating and Governance Committee is actively seeking candidates. The open Class II seats will be filled once suitable replacements are identified and qualified. The Class II directors will be elected to serve in that class until the annual meeting following our Fiscal Year ~~2017~~2019 or until their respective successors are elected. Mr. ~~Olson notified~~Happe was appointed as a Class III director in January 2016 and is being nominated to serve the ~~Company at the June 2014 Board Meeting~~rest of ~~his intention not to seek re-election to the Board and to retire following the completion~~that term which will expire in December of his current term December 16, 2014. The Nomination and Governance Committee is actively searching for a suitable candidate to replace Mr. Olson. The Board expects to operate with six non-employee independent directors and one employee, non-independent director.2017. The terms of office of the Class IIII and Class III directors will expire at the annual meetings following our Fiscal Years ~~2015~~2017 and ~~2016,~~2018, respectively. ~~Each of our directors and director nominees currently serves as a director or executive officer of the Company.~~

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEES.

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~~Nominees for~~



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Class ~~III~~I Directors ~~to be Elected to Serve Until~~Whose Terms Expire at the Annual Meeting Following Fiscal Year ~~2017:~~2018:



	~~Randy~~Christopher J. ~~Potts~~Braun, ~~55,~~56, a self-employed management consultant, has been a director since ~~December 2011.~~2015. Mr. ~~Potts currently serves as Chairman~~Braun has over 30 years of leadership experience encompassing manufacturing, finance and sales. He founded Teton Buildings in 2008 and held the ~~Board (since February 2012),~~position of CEO ~~and President~~through 2013. His previous experience includes CEO of ~~Winnebago Industries. Previously he served as Senior~~Teton Homes, Executive Vice President - ~~Strategic Planning (from November 2009 to January 2011), Vice President - Manufacturing (from 2006 to 2009),~~RV Group at Fleetwood Enterprises and various ~~engineering and~~senior management positions within ~~Winnebago Industries since his initial employment commenced~~PACCAR Corporation, manufacturer of Kenworth and Peterbilt trucks. Based upon Mr. Braun's experience in 1983. Based on Mr. Potts' extensive knowledge of Winnebago Industries and experience gained as a result of his over 30 years in various management positions at Winnebago Industries, his specific skills in strategic planning, financial operations, engineering, manufacturing and administration,the RV industry and his ~~contributions as a current Board member,~~financial knowledge, the Board concluded that Mr. ~~Potts~~Braun should continue to serve as a non-employee director of Winnebago Industries at the time this Proxy Statement is filed with the SEC.



	~~Mark T. Schroepfer~~David W. Miles,~~, 67,~~ 59, a financial adviser, entrepreneur and investor, has been a director since ~~December 2011.~~2015. Mr. ~~Schroepfer previously served as President, CEO,~~Miles is chairman and ~~Chairman~~principal owner of ~~Lincoln Industrial Corp,~~Miles Capital, Inc., a ~~world leading designer~~registered investment advisory firm with $4.3 billion in client assets under management, co-founder and ~~supplier~~Managing Principal of ~~highly engineered lubrication systems~~the venture capital firm ManchesterStory Group, LLC, and founder and Manager of The Miles Group, LLC, a firm focused on direct and indirect private equity investments. He is also president and director of the Miles Funds, Inc., and a director of Northwest Financial Corporation. He received his J.D. from ~~1996 to 2005. From 1987 to 1995, Mr. Schroepfer served as Pentair Inc.'s Vice President~~Harvard Law School, a Master of ~~Finance~~Public Policy from Harvard’s Kennedy School of Government, and ~~MIS, Corporate Controller, and President of Penwald Insurance Company.~~his B.A. from Drake University. Based upon Mr. ~~Schroepfer's significant skills~~Miles' financial and ~~experience in mergers and acquisitions, strategic planning, manufacturing and financial operations and his~~ leadership experience, the Board concluded that Mr. ~~Schroepfer~~Miles should continue to serve as a non-employee director of Winnebago Industries at the time this Proxy Statement is filed with the SEC.

~~The Nominating and Governance Committee recommended, and the Board approved, the nomination of each person above.~~

~~Discretionary authority is solicited to vote for the election of a substitute for any of the~~ ~~Class III~~ director nominees (Messrs Potts and Schroepfer) who, for any reason currently unknown, cannot be a candidate for election. The shares represented by proxy will be voted for the election as directors of these ~~Class III~~ directors named above if no direction is made otherwise. Please refer to “Voting Securities and Principal Holders” herein with respect to beneficial ownership of our Common Stock for each of our directors and nominees for director.

~~Class I Directors Whose Terms Expire at the Annual Meeting Following Fiscal Year 2015:~~



	~~Irvin E. Aal~~, 75, has been a director since 2004. Mr. Aal is a former General Manager of the Case Tyler Business of CNH Global and predecessor corporation, a manufacturer of banded application business equipment. He is also the previous President and CEO of Tyler Industries, a privately owned specialized agricultural equipment manufacturing company. Based primarily upon Mr. Aal's significant skills and experience in manufacturing operations, sales and marketing, his leadership experience as a former President and CEO of an agricultural equipment manufacturer and General Manager of a global business equipment manufacturer, and his tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Aal should continue to serve as a director of Winnebago Industries at the time this Proxy Statement is filed with the SEC.



	Martha (Marti) Tomson Rodamaker, age ~~52,~~54, has served as a director since 2012. Ms. Rodamaker has been the president, CEO, and a board member of First Citizens National Bank in Mason City, Iowa since 1997, and has been with First Citizens since 1992. Prior to that she ~~spent~~worked five years ~~working~~ as a commercial banker and internal auditor at Norwest Bank in Minneapolis. Her education includes a Bachelor of Arts degree in economics from the University of Northern Iowa and a MBA in finance from the University of St. Thomas in St. Paul, Minnesota. She has an extensive history of working with companies in northern Iowa and through her education and years of experience offers a broad base of knowledge about all facets of business. Based upon Ms. Rodamaker's financial experience and leadership experience, the Board concluded that Ms. Rodamaker should continue to serve as a non-employee director of Winnebago Industries at the time this Proxy Statement is filed with the SEC.

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Nominee for Class II ~~Directors Whose Terms Expire at~~Director to be Elected to Serve Until the Annual Meeting Following Fiscal Year ~~2016:~~2019:



	Robert M. Chiusano, ~~63,~~65, has been a director since 2008. Mr. Chiusano is currently a principal ofin RMC Consulting, a company focused on leadership development and operational excellence. Additionally, Mr. Chiusano is a former Executive Vice President and Special Assistant to the CEO and a former Executive Vice President and Chief Operating Officer - Commercial Systems of Rockwell Collins, Inc.~~, (a publicly traded company listed on the New York Stock Exchange) a provider of communication and aviation electronic solutions for commercial and military applications.~~ Based primarily upon Mr. Chiusano's extensive knowledge of strategic and organizational planning and acquisition management, his leadership experience as a former Executive Vice President at a communications and aviation electronics manufacturer, his tenure and contributions as a current Board and Board committee member, as well as his contributions as a community director to the University of Iowa Engineering Advisory Board and Coe College Board of Trustees, the Board concluded that Mr. Chiusano should ~~continue to serve as a director of Winnebago Industries at the time this Proxy Statement is filed with the SEC.~~



	~~Jerry N. Currie~~, 69, has been a director since 1996. Mr. Currie is the former President and CEO of CURRIES Company, a manufacturer of steel doors and frames for the nonresidential construction industry, a position he left in March of 2014. CURRIES Company is owned by ASSA ABLOY, a global leader in door opening solutions. Based primarily upon Mr. Currie's significant experience gained in manufacturing management and operations, his leadership experience as the former President and CEO of a manufacturing company, and his tenure and contributions as a current Board and Board committee member, the Board concluded that Mr. Currie should continuebe nominated to serve as a director of Winnebago Industries at the time this Proxy Statement is filed with the SEC.



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Nominee for Class III Director to be Elected to Serve Until the Annual Meeting Following Fiscal Year 2017:



	~~Lawrence A. Erickson~~Michael J. Happe, ~~65,~~45, joined Winnebago on January 18, 2016, as the President, CEO and a director. He previously worked at the Toro Company (NYSE: TTC) headquartered in Bloomington, Minnesota, where he most recently served as an Executive Officer and Group Vice President of Toro’s Residential and Contractor businesses. A 19-year veteran of Toro, he held a series of senior leadership positions throughout his career across a variety of the company’s domestic and international divisions. Mr. Happe received his Master's degree in Business Administration from the University of Minnesota and a Bachelor of Science degree from the University of Kansas. Based upon Mr. Happe's business acumen, extensive experience at Toro and his exemplary service to the Company since joining in January 2016, the Board concluded that Mr. Happe should be nominated to serve as a Class III director for the remainder of the term at the time this Proxy Statement is filed with the SEC.

Class III Directors Whose Terms Expire at the Annual Meeting Following Fiscal Year 2017:



	William C. Fisher, 62, a retired business executive, has been a director since ~~2005.~~March 2015. Mr. ~~Erickson is a former Senior~~Fisher was the Vice President and ~~CFO~~Chief Information Officer of ~~Rockwell Collins,~~Polaris Industries, Inc. from November 2007 until his retirement on December 31, 2014. During his tenure at Polaris he also served as the General Manager of Service overseeing all technical, dealer, and consumer service operations. Prior to joining Polaris, Mr. Fisher was employed by MTS Systems for 15 years in various positions in information services, software engineering, control product development, and general management. Before that time, Mr. Fisher worked as a civil engineer for Anderson-Nichols and he later joined Autocon Industries, where he developed process control software. Based ~~primarily~~ upon Mr. ~~Erickson's significant~~Fisher's experience ~~in the areas of finance, accounting and auditing~~ with ~~public companies, his leadership experiences as a former Senior Vice President and CFO at a communications and aviation electronics manufacturer,~~information systems and his ~~tenure and contributions as a current Board and Board committee member,~~familiarity with highly discretionary consumer products, the Board concluded that Mr. ~~Erickson~~Fisher should continue to serve as a director at the time this Proxy Statement is filed with the SEC.



	Mark T. Schroepfer, 69, a retired business executive, has been a director since 2011. Mr. Schroepfer is retired, but serves as an adjunct professor at the University of St. Thomas in St. Paul, MN. He previously served as President, CEO, and Chairman of Lincoln Industrial Corp, a world leading designer and supplier of highly engineered lubrication systems from 1996 to 2005. From 1987 to 1995, Mr. Schroepfer served as Pentair Inc.'s Vice President of Finance and MIS, Corporate Controller, and President of Penwald Insurance Company. Based upon Mr. Schroepfer's significant skills and experience in mergers and acquisitions, strategic planning, manufacturing and financial operations and his leadership experience, the Board concluded that Mr. Schroepfer should continue to serve as a director of Winnebago Industries at the time this Proxy Statement is filed with the SEC. Due to Mr. Schroepfer's relevant experience in finance, accounting and auditing, the Board determined that he is an audit committee financial expert.

All of the ~~foregoing~~non-employee directors described above 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.

The Nominating and Governance Committee recommended, and the Board approved, the nomination of Mr. Happe as a Class III director and Mr. Chiusano as a Class II director.

Discretionary authority is solicited to vote for the election of a substitute for any of the Class III or Class II director nominees (Mr. Happe or Mr. Chiusano respectively) who, for any reason currently unknown, cannot be a candidate for election. The shares represented by proxy will be voted for the election as directors of the Class III or Class II directors named above if no direction is made otherwise. Please refer to “Voting Securities and Principal Holders” herein with respect to beneficial ownership of our Common Stock for each of our directors and nominees for director.

EXECUTIVE COMPENSATION

Overview

Our success has been and will continue to be dependent on, among other things, our ability to attract, retain, motivate and reward the best talent available to us, including the employees

identified in this Proxy Statement. The following provides an overview of the more detailed disclosure set forth in this section.

The primary objectives of our executive compensation programs are to attract and retain key executives critical to us; to align the interests of our Management with those of our



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shareholders; to integrate compensation with our business plans; and to reward for both business and individual performance, whereby a substantial portion of each executive officer's total compensation potential is a function of performance incentives.

Overall, we normally compensate our executive officers with base salary, annual incentive awards and long-term incentives. For our executives as a group, we generally emphasize a conservative base salary compensation. We alternatively provide the potential for a greater incentive compensation component of total executive compensation. Annual and long-term operational and strategic goals identified by Management and approved by the Human Resources Committee of the Board of Directors (the

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~~“Committee”~~ “Committee”) are the foundation for the performance measurements used to determine annual and long-term incentive payouts to our executive officers.

Fiscal ~~2014~~2016 in Brief

The Company's compensation program, designed to reward performance, led to the following actions and actual compensation being earned due to the Company's performance in Fiscal ~~2014~~2016 and in the three-year period ~~2012-2014:~~2014-2016:

Fiscal ~~2014~~2016 annual incentive awards were earned and 1/3 of those awards were required to be paid in ~~restricted~~ stock awards with a one-year holding period which were granted subsequent to Fiscal ~~2014~~2016 per the terms of this plan.

Fiscal ~~2012-2014~~2014-2016 Long-Term Incentive Plan incentive awards were earned, thus ~~restricted~~ stock awards subject to a one year holding period were granted subsequent to Fiscal ~~2014~~2016 per the terms of this plan.

Time-based restricted stock awards were also granted to executive officers during Fiscal ~~2014~~2016 as described below (see "Long-Term Incentives" below). vesting over a three year period.

In light of the philosophy and objectives of our executive compensation program described below, we believe that the basic elements of compensation offered to our executives were appropriate for Fiscal ~~2014.~~2016.

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 our NEOs. The following individuals are our NEOs for Fiscal ~~2014~~2016:

~~Randy~~Michael J. ~~Potts, Chairman of the Board,~~Happe, CEO and President

Robert J. Olson, Interim CEO

Lawrence A. Erickson, Interim CEO

Sarah N. Nielsen, Vice President, CFO

S. Scott Degnan, Vice President, Sales and Product Management

~~Robert L. Gossett,~~Scott C. Folkers, Vice President, ~~Administration~~General Counsel and Secretary

~~William J. O'Leary,~~Daryl W. Krieger, Vice President, ~~Product Development~~Manufacturing

On August 6, 2015, the Company announced the appointment of former Chair and Chief Executive Officer, Robert Olson, age 64, to serve as interim CEO while the Board conducted a

search for the Company’s next CEO. The Company’s lead director, Larry Erickson, was elected Chairman of the Board.

Both the Human Resources Committee and the Board of Directors approved the compensation to Mr. Olson under the respective agreement as described in next section.

Under the terms of the employment agreement, Mr. Olson was engaged as the Company’s interim CEO reporting to the Company’s Board of Directors on August 6, 2015. He received pro rata compensation based on annual base compensation of $492,385, payable according to the Company’s regular payroll practices including withholding and other applicable deductions. Mr. Olson was eligible to participate in all applicable employee benefit plans of the Company under the terms and conditions of such benefit plans, except he was not eligible to participate in the Company’s annual or long term incentive compensation programs for 2015 and 2016. The Company agreed to reimburse Mr. Olson for reasonable and necessary out-of-pocket expenses. His employment under the Employment Agreement continued until either party gave fifteen days’ notice of termination; Mr. Olson did provide notice on September 10, 2015 that his last day of employment was September 24, 2015. He was not eligible to receive any severance or other benefits as a result of such separation. Mr. Olson received a total of $68,176 in compensation from August 6, 2015 to September 24, 2015.

While the Company continued to search for a new CEO, then Chairman of the Board Larry Erickson was elected interim CEO of the Company on September 25, 2015. He continued in his role as Chairman of the Board and did not receive any compensation for his role as Interim CEO.

On December 21, 2015, the Company announced that Michael J. Happe was appointed as the President and CEO of the Company, in addition to being named to the Board of Directors. Mr. Happe joined us on January 18, 2016. Mr. Erickson stepped down as interim CEO effective upon Mr. Happe's start date.

Both the Human Resources Committee and the Board of Directors approved the compensation to Mr. Happe under the respective agreement as described in next section.

Employment Agreement. Effective January 18, 2016, Mr. Happe entered into an employment agreement with the Company which provided a compensation package that included a base salary of $550,000, a signing bonus of $330,000 that was paid within 30 days of commencing employment, stock grant on his start date of 10,000 shares with 1/3 vesting each year over three years, stock option grant on his start date of 10,000 shares with 1/3 vesting each year over three years, and participation in annual and long term incentive compensation plans. During his first year, his annual incentive bonus was targeted at 100% of base salary paid in Fiscal 2016 with a maximum of 200%. His long term incentive bonus was targeted at 100% of base salary paid in Fiscal 2016 and a maximum of 150%. He was also eligible for other benefits normally afforded to other executives.

If Mr. Happe is terminated without "cause" or terminates employment with he Company for "good reason," as such terms are customarily defined in the Employment Agreement,



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Mr. Happe is entitled to severance pay of his base salary for 12 months, health insurance for 12 months, accrued but unused vacation pay and an annual incentive bonus computed at target. Mr. Happe also agreed to one-year non-competition and non-solicitation covenants following termination of employment.

The Human Resources Committee. The Committee is responsible for discharging the Board's responsibilities relating to the compensation of the NEOs, for approving and evaluating all compensation of NEOs, including salaries, bonuses, compensation plans and policies, and other incentive programs. The Committee members are all "independent" in accordance with the New York Stock Exchange rules and the Company's Director Nomination Policy. The Committee acts pursuant to a charter that has been approved by our Board. Committee meetings are held regularly throughout the year, with four meetings typically held per fiscal year. The Committee meetings, in most instances, occur prior to regularly scheduled Board meetings, with telephonic meetings occurring as necessary. Other members of our Board of Directors are sometimes invited to attend the Committee meetings. In addition, others in regular attendance at the Committee meeting typically include the ~~Chairman~~Chair and CEO and the Vice President, Administration.

Compensation Philosophy. The Committee believes that the most effective compensation program is one that is designed to reward the achievement of our specific annual, long-term and strategic goals, and which aligns executives' interests with those of the shareholders by rewarding performance above established thresholds, 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 the compensation paid to similarly situated executives of our Compensation Peers (as defined below). Accordingly, 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.

Compensation Objectives. The Committee has worked with Management to design the current executive compensation programs, following the belief that compensation should reflect the value created for the shareholders while furthering our strategic goals. In doing so, we instituted our compensation programs to achieve the following goals:

align the interests of Management with those of shareholders;

provide fair and competitive compensation;

integrate compensation with our business plans;

reward both business and individual performance; and

attract and retain key executives critical to our success.

These objectives emphasize pay for performance by providing an incentive opportunity for atperformance that meets or ~~above average performance.~~exceeds company objectives.

Competitive Benchmarking. In making compensation decisions, the Committee, at times, compares certain elements

of total compensation against other comparable publicly traded and privately held companies. In Fiscal ~~2013,~~2015, the Committee engaged an outside compensation consultant, Willis Towers Watson, to conduct an updated analysis of the total compensation paid to our key executives, compared to companies of two comparative groups towith which we may compete for talent (hereinafter, the ~~"2013~~"2015 Compensation Analysis"). ~~The Consultant~~Willis Towers Watson was retained by the Committee and has not performed any services for Management. The Committee engaged ~~the Consultant~~Willis Towers Watson to perform the ~~2013~~2015 Compensation Analysis, in part, to update a prior analysis prepared by the Consultant in ~~2011~~2013 (the ~~"2011~~"2013 Compensation Analysis"). The Committee has the sole authority to retain or terminate any

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compensation consultant used in the evaluation of compensation packages and has the sole authority to approve the consultant's fees.

~~The Consultant~~Willis Towers Watson maintains a proprietary executive compensation database that contains information on the various compensation elements of over 800 publicly traded and privately held companies across several industries (the "General Consultant Database").

In connection with the ~~2013~~2015 Compensation Analysis, the Committee reviewed compensation information contained in the General Consultant Database.

The Committee and ~~the Consultant~~Willis Towers Watson also considered data from proxy statements filed with the SEC by the following public companies that were generally considered to be in the same or related industry as ours, information for which may or may not have been made part of the General Consultant Database (the "Proxy Industry Group"):



	Accuride Corp.	~~Freightcar America,~~Johnson Outdoors
Alamo Group Inc.	Polaris Industries
American Railcar Industries, Inc.	Shiloh Industries, Inc.
Arctic Cat Inc.	Spartan Motors, Inc.
Columbus McKinnon Corp.	Standard Motor Products Inc.
	~~Alamo Group Inc.~~	~~Gentherm,~~Drew Industries, Inc.	Standex International Corp.
Federal Signal Corp.	~~American Railcar Industries, Inc.~~	~~Graco, Inc.~~	~~Supreme Industries~~Stoneridge Inc.
	~~Arctic Cat~~Flexsteel Industries, Inc.	~~Johnson Outdoors~~	Tecumseh Products Company
	~~Badger Meter~~Freightcar America, Inc.	~~Kaydon Corporation~~	Tennant Company
	~~Columbus McKinnon Corp.~~	~~Miller Industries~~Gentherm, Inc.	Thor Industries Inc.
	~~Drew Industries~~Graco, Inc.	~~Polaris Industries~~	Wabash National Corp.
	~~Federal Signal Corp.~~	~~Shiloh Industries Inc.~~
	~~Flexsteel Industries Inc.~~	~~Spartan Motors Inc.~~

The Committee reviewed and considered changes to the comparable groups used in prior Compensation Analyses. While the Committee desires to maintain relatively consistent peer groups over time, the Committee adds and removes companies from the peer group for each Analysis.

Factors used in selecting companies in each of the Consultant Industry Group and the Proxy Industry Group, included:

the company's focus on manufacturing;

revenue and market capitalization size in comparison with ours; and

participation in automotive, transportation, recreational or lifestyle industries.

As part of the ~~2013~~2015 Compensation Analysis, the Committee and ~~Consultant~~Willis Towers Watson compared data from each of the General Consultant Database and Proxy Industry Group ~~(together,~~



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(together, the "Market Data") and utilized, among other information, observations relating to data pertaining to specific job categories and responsibilities. Market Data were adjusted according to these observations and regressed to our revenue size. The market analysis included data on fixed pay (base pay), and variable compensation (annual and long-term incentives).

The Committee utilized benchmark information derived from the updated Fiscal ~~2013~~2016 Consultant Industry Group and the Proxy Industry Group as a basis for decisions to be made for ~~Fiscal 2014~~ base salary adjustments and for any adjustments relating to increased responsibility and promotion, and for ~~Fiscal 2014~~future annual and ~~future~~ long-term incentive awards.

In late Fiscal 2016, the committee retained Willis Towers Watson to review and benchmark the Annual and Long Term Incentive plans. Coming out of this review, the following two changes will be made to the Fiscal 2017 plans. The Annual Incentive Plan will be paid out entirely in cash and the awards under the Long Term Incentive Plan will be based on the number of performance shares that will be established at the beginning of the performance period.

Compensation Process. The Committee reviews the benchmarking and performance evaluations prepared by Management in determining the appropriate aggregate and individual compensation levels for the performance year. In conducting its review, the Committee considers our quantitative performance results; the overall need of the Company to attract, retain and motivate the executive team and the total cost of compensation programs.

In addition to the above, the Committee, at least annually, reviews executive compensation and benefits of the NEOs through the use of tally sheets. Each tally sheet identifies anticipated dollar amounts for individual components of executive compensation, including base salary, annual incentives, long-term incentives, equity awards, deferred compensation, benefits, perquisites and potential change in control and severance payments and accumulation of wealth over time from prior awards and stock sales and stock price performance. Each year's decisions for setting compensation targets for each annual and three-year incentive compensation measuring period are based on the Committee's evaluation of our business needs, goals and environment for that year, as well as the Company's stock price performance and return to shareholders.

Role of Executive Officers in Compensation Decisions. The Committee makes all compensation decisions for NEOs and approves recommendations regarding salaries, bonuses, and compensation plans and policies, and other incentive programs.

The CEO, at least annually, reviews the performance of each NEO (other than the CEO, whose performance is reviewed by the Committee). The conclusions reached and recommendations made by the CEO, including any salary adjustments and annual award amounts, are presented to the Committee. The Committee independently reviews and often modifies or makes adjustments to or on awards to each of the NEOs.

As noted above, the Committee directly evaluated the performance of the CEO. The Committee's review of the ~~Chairman and~~ CEO is conducted at least annually with full Board participation (excluding the CEO). The Committee ultimately must approve all compensation decisions for all executives, including the CEO.

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Determining the CEO's Compensation. For Fiscal ~~2014,~~2016, the Committee ~~sets the CEO's~~set CEO Mr. Happe's total compensation ~~package.~~package at the time he was hired and as stated in the previous Employment Agreement section. The Committee also meets in executive session as necessary to ~~set~~adjust the CEO's base pay, target annual and long-term incentive compensation and stock-based ~~compensation for the NEOs.~~compensation. These determinations are based upon:

an evaluation of total compensation made to chief executive officers by certain issuers in the Company's Proxy Industry Group;

an evaluation of the CEO's performance for the fiscal year and previous three fiscal years conducted by the Committee;

an evaluation of the proposed total compensation of the CEO in comparison to other NEOs;

a comparison of the differential of total compensation made to chief executive officers in certain issuers in the Company's Proxy Industry Group; and

economic conditions, Company financial performance, shareholder return, financial condition and Company strategic goals.

Determining Compensation for other NEOs. The Committee approves the annual compensation (including salary, target annual and long-term incentive compensation and stock-based compensation) for our NEOs (excluding the CEO), based upon:

the executive's scope of responsibilities;

a market competitive assessment of similar roles at certain issuers in the Proxy Industry Group;

internal comparisons to the compensation of other NEOs, including the CEO;

evaluations of performance for the fiscal year, as submitted by the CEO, and supported by performance evaluation documents, which may include feedback from the executive's peers, direct reports and other employees within the executive's division;

the CEO's recommendations for each other NEO's base pay, incentive compensation and stock-based compensation amounts; and

economic conditions, Company financial performance, financial condition, shareholder return and Company strategic goals. .

Timing of Compensation Decisions and Awards. The Board and the Committee establish meeting schedules annually, well in advance of each meeting to ensure a thorough and thoughtful decision process and ample deliberation. Incentive compensation awards are made ~~in October,~~ after the close of the fiscal year. The following is a discussion of the timing of certain compensation decisions for Fiscal ~~2014~~2016 at the Company:

Fiscal ~~2014~~2016 annual and long-term incentive plans were approved at the June ~~2013~~2015 Committee meeting;



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the NEOs' base salaries for Fiscal ~~2014~~2016 were reviewed beginning at the October ~~2013~~2015 Committee meeting and throughout Fiscal ~~2014.~~2016.

the financial metrics for potential Fiscal ~~2014~~2016 annual and long-term incentive awards were established at the October ~~2013~~2015 Committee meeting;

the final determinations of annual and long-term achievement for awards payable for Fiscal ~~2014~~2016 and Fiscal ~~2012-2014,~~2014-2016, respectively, were made at the October ~~2014~~2016 Committee meeting.

Decisions relating to material elements of compensation are fully deliberated by the Committee at each Committee meeting and, when appropriate, over the course of several Committee meetings. This allows for any follow-up to questions from Committee members in advance of the final decision.

Risk Assessment of Compensation Decisions. In formulating and evaluating material elements of compensation available to our employees, including the NEOs, both the Board and the Committee ~~takes~~take into consideration whether any such programs may encourage excessive risk taking behavior. As part of these considerations and consistent with its compensation philosophy, the Committee seeks to formulate annual and long-term incentive compensation programs without encouraging excessive risk taking as an integral part of the applicable plan design. The Committee believes that the annual and long-term incentive programs as outlined below minimize risks that the NEO's short-term interests may not align with longer-term interests of shareholders, in that:

significant elements of the compensation rewards under our annual and long-term incentive compensation plans include stock-based compensation with required retention periods;

the financial metrics utilized under each of these plans are widely utilized measurements of shareholder ~~value;~~value not subject to management discretion;

excessive compensation payment opportunities are avoided by the establishment of maximum levels of incentive payment opportunities; and

no changes to annual or long-term incentive program financial metrics have been made after the Committee initially establishes such metrics.

Beginning with Fiscal 2012 incentive compensation programs, the Committee has included “clawback” provisions for each of the annual and long-term incentive programs which, in part, provide for the recoupment of incentive compensation payouts in the event that payments are made based upon the achievement of financial results that are subsequently subject to a restatement due to material noncompliance with financial reporting requirements. See “Annual Incentive Plan” and “Long-Term Incentives” below. In addition, the Committee will amend its clawback policy as appropriate to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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Based upon the above considerations, the Board determined that the Company's compensation policies and practices are not reasonably likely to have a material adverse effect on the Company or encourage excessive risk-taking behavior.

Accounting and Tax Effects. The Committee considers both the financial reporting and the tax treatment of compensation elements in its decision-making process. The Committee seeks a balance among the Company's best interests, fair treatment of the NEOs, minimizing taxation of the compensation offered to the NEOs, and striving for deductibility by the Company.

The Committee reviews the Accounting Standards Codification (ASC) 718 to determine the expense of each stock-based compensation grant made and its impact on our earnings per share. As a result, the Committee has limited grants of stock options and directed the use of more restricted stock grants and increased cash compensation for executives, including our NEOs, in part because of the more direct valuation and expensing of those awards. The Committee did approve a 10,000 share grant to Mr. Happe upon his joining the Company. This grant was part of his employment package to recruit him from another company.

From a tax perspective, IRC Section 409A made the taxation of certain grants more costly to the executives with no offsetting benefit to the Company. In response, the Committee froze its Executive Share Option Program in 2004 and all grants not vested before 2005 were terminated as permitted under the transition rule in the regulations under IRC Section 409A. The Committee established the Executive Deferred Compensation Plan, discussed below, to deliver that same element of the executives' competitive pay packages on a more cost-effective basis for the Company because the benefit is now provided with less tax exposure to the executive under IRC Section 409A. In addition, the Committee designed change of control agreements for executives, including the NEOs, to reduce amounts payable that otherwise would have been subject to an excise tax known as “excess golden parachute payments” as defined under IRC Section 280G and further amended such agreements in Fiscal 2009 in order to comply with IRC Section 409A. As described below under “Supplemental Executive Retirement Plan (SERP)/Split Dollar Life Insurance,” we converted benefits payable under the Executive Split Dollar Life Program to a Supplemental Executive Retirement Plan in Fiscal 2009 in order to comply with IRC Section 409A.

The Committee also is aware that IRC Section 162(m) limits deductions for compensation paid in excess of $1 million. IRC Section 162(m) generally exempts qualifying performance based compensation from the deduction limit if certain conditions are met. Among other requirements, compensation in excess of $1 million must be granted pursuant to performance based goals that are approved by shareholders every five years. In response, the Committee seeks to design much of the total compensation package of the NEOs to qualify for the exemption of “performance-based” compensation from the deductibility limit. However, the Committee reserves the right to design and use compensation elements that may not be deductible within the rules of IRC Section 162(m), if those elements are deemed by it to be in the Company's best interests.

Compensation Design and Elements. In Fiscal ~~2014~~2016, the principal design components of compensation for each NEO were:

base salary;

annual incentive awards; and

long-term incentives.

Additional elements of the total compensation package for NEOs include executive benefits, perquisites and ~~severance~~change of



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control agreements, as described below. Each component is designed to achieve a specific purpose and to contribute to a total package that is competitive, appropriately ~~performance-based~~performance-

based and valued by our executives. In Fiscal ~~2014~~2016, we made no material deviations from previously disclosed or projected payments or practices under these programs.

The following table shows the allocation of each NEO's base salary (at the beginning of Fiscal ~~2014)~~2016) and annual and long-term incentive compensation opportunities between fixed and performance-based compensation (at actual performance).


Name	Fixed Compensation		Fixed Compensation	Performance-Based Compensation	Fixed Compensation		Fixed Compensation	Performance-Based Compensation
Randy J. Potts	$	478,000	35%	65%
Michael J. Happe⁽¹⁾					$	550,000	62%	38%
Sarah N. Nielsen	279,000		42%	58%	335,000		55%	45%
S. Scott Degnan	287,000		49%	51%	305,000		54%	46%
Robert L. Gossett	257,000		42%	58%
William J. O'Leary	262,000		42%	58%
Scott C. Folkers					278,999		55%	45%
Daryl W. Krieger					256,001		54%	46%


(1)	Mr. Happe's fixed compensation is shown on an annual basis. He began employment in January 2016.

The Committee has no pre-established policy or target for the allocation between either cash and non-cash or short-term and ~~long‑term~~long-term incentive compensation. However, we believe that a smaller portion of potential total executive compensation should be attributed to base salary because it is a fixed component of total compensation. As a result, we have generally emphasized conservative base salary payments to NEOs, relative to our peer issuers in the Proxy Industry Group. We alternatively provide the potential for a greater incentive compensation component of total executive compensation, which is based predominately on the performance factors described below. The Committee seeks to overweight incentive compensation that rewards achievement of performance goals that the Committee believes will help the Company, increase the Company's stock price, and improve return to shareholders over time.

Base Salary. The base salary program was designed to compensate NEOs for specific skills and competencies required to perform their respective ~~role~~roles and to provide executive leadership. We provide NEOs and other employees with base salary to

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compensate them for services rendered during the fiscal year. Base salary ranges for NEOs are determined for each executive based on his or her position and responsibilities. The base salaries of our executives are also determined by considering such factors as:

experience of the executive;

time in position;

individual performance;

level of responsibility for the executive;

economic conditions, Company financial performance, financial condition and Company strategic goals; and

data from Willis Towers Watson ~~2013~~2015 Compensation Analysis.

In general, base salary determinations are considered each year as part of the Committee's performance review process as well as upon a promotion or other change in job responsibility. Base salary is also used as the basis for calculating annual and long-term incentive awards and in calculating payments that may be paid upon a change in control, as described below. In Fiscal ~~2014,~~2016, base salaries were reviewed by the Committee periodically throughout the year.

OnIn August, ~~19, 2013,~~2015, as a result of the performance review process, consideration of the above referenced factors, and with input made by the CEO, the Committee recommended and approved adjustments to the base annual salary of Ms. Nielsen from ~~$253,339~~$287,370 to ~~$279,000;~~$335,000; for Mr. Degnan from ~~$275,860~~$295,611 to ~~$287,000;~~$305,000; for Mr. ~~Gossett~~Folkers from ~~$249,429~~$253,380 to ~~$257,000~~$279,000 and for Mr. ~~O'Leary~~Krieger from ~~$254,249~~$247,200 to ~~$262,000. Additionally, the Committee recommended an adjustment for Mr. Potts from $464,000 to $478,000.~~$256,000. All of these adjustments to base annual salary were made effective September ~~2, 2013.~~1, 2015. The Committee set the base pay for interim CEO Mr. Olson at $492,385 pursuant to his employment agreement described above. Additionally, the Committee set the base pay for CEO Mr. Happe when he was hired on January 18, 2016 at $550,000 pursuant to his employment agreement described above. Lastly, Mr. Degnan's base pay was changed on July 5, 2016 to $335,000 when he was appointed to Vice President / General Manager Towables. No other adjustments were made to the base annual salaries of the CEO, CFO, or any other NEOs during Fiscal ~~2014.~~2016.

Annual Incentive Plan

Officers Incentive Compensation Plan Fiscal Period ~~2014.~~2016. Our NEOs are eligible for annual incentive awards under our Officers Incentive Compensation Plan Fiscal Period ~~2014~~2016 (the “Officers Incentive Compensation Plan”). The Officers Incentive Compensation Plan is designed to promote our growth and profitability by providing our executives with an incentive to achieve identified short-term corporate profit objectives and to attract and retain such executives who will contribute to the achievement of our growth and profitability.

The Officers Incentive Compensation Plan is a program established to provide for annual measurements of financial performance, with a corresponding opportunity for annual incentive payments based upon financial results measured against performance objectives set by the Committee. The amount of the participants' incentive compensation for the fiscal year is calculated under the Officers Incentive Compensation Plan to be in direct proportion to our financial performance expressed as a percentage (Financial Factor) against compensation targets for each participant as determined by the Committee.

Net income and return on invested capital, or ROIC, were chosen by the Committee as the key financial performance



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measurements under the Officers Incentive Compensation Plan for Fiscal ~~2014~~2016. The Committee selected net income as a key financial performance metric because:

net income is a definitive "bottom line" indicator of the Company's performance;

net income is a key performance metric clearly understood by our employees and our shareholders;

net income is a solid historic measurement of the Company's performance; and

net income is a good indicator of the rate at which the Company has grown profits.

Additionally, the Committee selected ROIC as the other key financial performance metric because:

ROIC is a critical indicator of how effectively a company uses its capital invested in its operations; and

ROIC is an important measurement for judging how much value the Company is creating.

The formula for calculating ROIC for Fiscal ~~2014~~2016 is reported net income divided by the quarterly average of Fiscal ~~2014~~2016 invested capital (total assets, less cash and non-interest bearing current liabilities). Additionally, the Committee determined that while ROIC is an important metric used to determine financial performance, no bonus would be payable under the ROIC portion of the Officers Incentive Compensation Plan unless a bonus is earned and is payable under the net income metric.

At its October ~~2013~~2015 meeting, the Committee approved the Fiscal ~~2014~~2016 financial performance metrics under the Officers Incentive Compensation Plan as illustrated in the table below:


Financial Performance Metrics	Threshold			Target			Maximum			Threshold			Target			Maximum
Net Income⁽¹⁾	$	31,821,000		$	39,776,000		$	47,731,000		$	36,429,040		$	45,536,300		$	54,643,560
ROIC ⁽²⁾	17.0		%	21.3		%	25.6		%	17.2		%	21.5		%	25.8		%

(1)

The net income target for Fiscal ~~2014~~2016 was established at ~~$39.8~~$45.5 million, based upon the ~~2014~~2016 Fiscal Management Plan, approximately 9%10% over Fiscal ~~2013~~2015 net income of ~~$36.4~~$41.2 million. The maximum net income goal was set at ~~$47.7~~$54.6 million, which represents 120% of the target net income and approximately ~~30%~~32.6% over Fiscal ~~2013~~2015 net income. The threshold net income was set at ~~$31.8~~$36.4 million, which represents 80% of the target net income.

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(2)	The ROIC target for Fiscal ~~2014~~2016 was established at ~~21.3%~~21.5% based on the ~~2014~~2016 Fiscal Management Plan. The maximum ROIC goal was set at ~~25.6%~~25.8%, which represents 120% of the ROIC target. The threshold ROIC was set at ~~17%~~17.2%, which represents 80% of the ROIC target.

The table below illustrates the bonus opportunity, expressed as a percentage of base salary, for the Officer Incentive Compensation Plan upon achievement of each of the financial performance metrics at threshold, target and maximum:


	Bonus Oppor- tunity⁽²⁾	Net Income Financial Factors⁽³⁾			ROIC Financial Factors⁽³⁾			Total Financial Factors			Bonus Oppor- tunity⁽²⁾	Net Income Financial Factors⁽³⁾			ROIC Financial Factors⁽³⁾			Total Financial Factors
Officer ⁽¹⁾	Bonus Oppor- tunity⁽²⁾	Threshold	Target	Maximum	Threshold	Target	Maximum	Threshold	Target	Maximum	Bonus Oppor- tunity⁽²⁾	Threshold	Target	Maximum	Threshold	Target	Maximum	Threshold	Target	Maximum
Chairman, CEO and President	90%	12.25%	75%	150%	4%	25%	50%	16.25%	100%	200%
CEO and President											100%	12.25%	75%	150%	4%	25%	50%	16.25%	100%	200%
Other NEOs	60%	12.25%	75%	150%	4%	25%	50%	16.25%	100%	200%	60%	12.25%	75%	150%	4%	25%	50%	16.25%	100%	200%


(1)	A participant must be an employee at the end of the fiscal year to be eligible for the incentive except in connection with a Change in Control or as waived by the Committee for retirement, disability, or death.

(2)

The bonus opportunity is calculated by multiplying the above percentages against the total base salary of the NEO earned in the fiscal year. As illustrated above, if the target net income and ROIC financial performance metrics are achieved, the total financial factor of 100% would be used and the entire bonus opportunity would be earned (e.g. ~~90%~~100% of base salary of the ~~Chairman,~~CEO and President). Any incentives earned under the Officers Incentive Compensation Plan are to be paid out in a mix of 2/3 cash and 1/3 restricted stock. The annual restricted stock grant portion is awarded as soon as practical after the final fiscal year-end compensation accounting is completed and upon approval by the Committee, ~~with~~subject to a one-year ~~restriction on sale upon award.~~holding period.

(3)

In calculating the financial performance metrics for incentive eligibility under the Officers Incentive Compensation Plan, the financial performance metrics in Fiscal ~~2014~~2016 were weighted 75% to net income and 25% to ROIC at the maximum incentive potential. The Committee has placed more weight on net income growth due to its belief that net income is an important measurement as to overall Company profitability and return for shareholders.

As provided by the Officers Incentive Compensation Plan, the Committee has the discretion and authority to make any and all determinations necessary or advisable for administration of the Officers Incentive Compensation Plan. ~~In addition, under~~Under the Officers Incentive Compensation Plan, in addition to the financial metrics, the Committee, ~~on an annual basis, coordinates an evaluation of previously identified~~at its October 2015 meeting, established specific strategic ~~organizational~~ goals and priorities ~~established by~~from among the ~~Board of Directors.~~ following factors:

Revenue Growth

Market Share

Product Quality

Product Introductions

Planning

Customer Satisfaction

Inventory Management

Technical Innovation

Ethical Businesses Practices



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Business Diversity Initiatives

The Committee ~~may adjust~~has the ~~core incentive eligibility and may~~ability to modify the Total Financial Factors ~~used~~ in determining the incentive compensation by plus or minus 20% as determined by an evaluation of the ~~results~~achievement or lack thereof of ~~those~~the pre-determined strategic organizational goals and priorities. ~~Strategic performance is measured only at the end of the fiscal year and may have included previously established strategic factors including, but not limited to:~~



•	~~Revenue Growth~~	•	~~Customer Satisfaction~~
•	~~Market Share~~	•	~~Inventory Management~~
•	~~Product Quality~~	•	~~Technical Innovation~~
•	~~Product Introductions~~	•	~~Ethical Business Practices~~
•	~~Planning~~	•	~~Business Diversity Initiatives~~

For the purposes of the Officers Incentive Compensation Plan for Fiscal ~~2014~~2016, the Committee in October ~~2014~~2015 elected to ~~modify amounts payable pursuant to net income and ROIC by a positive 12.94%. This process was derived through a rating process administered by~~use the ~~Committee with respect to certain categories of~~following three strategic factors ~~determined~~ in ~~advance by~~determining the ~~Committee:~~strategic modifier incentive to be applied to the Financial Factors:

~~increases in market share~~

improvement in product quality measured by warranty claims

~~development of diversity of business strategies~~

~~planning to include the development of an annual~~

inventory management ~~plan, a strategic plan,~~targets measured by actual inventory balances and ~~a succession plan~~

customer satisfaction targets measured by customer survey.

The Committee viewed these strategic factors as the most critical elements, in addition to the financial metrics used under the plan, to measure the success of the Company. In October 2016, based upon the achievement of these factors, the Committee determined to modify amounts payable pursuant to net income and ROIC factors by a positive 4.0%.

The table below reflects the amount paid to NEOs eligible under the Officers Incentive Compensation ~~Plan:~~Plan.


Name	Bonus Opportunity		Net Income Incentive ⁽¹⁾		ROIC Incentive ⁽²⁾		Strategic Modifier Incentive ⁽³⁾		Total Incentive		Amount Paid in Cash ⁽⁴⁾		Value Paid in Restricted Stock ⁽⁴⁾		Bonus Opportunity		Net Income Incentive ⁽¹⁾		ROIC Incentive ⁽²⁾		Strategic Modifier Incentive ⁽³⁾		Total Incentive		Amount Paid in Cash ⁽⁴⁾	Value Paid in Restricted Stock ⁽⁴⁾⁽⁵⁾
Randy J. Potts	$	430,200	$	532,373	$	140,245	$	87,037	$	759,655	$	506,437	$	253,218
Michael J. Happe⁽⁶⁾															$	338,461	$	253,845	$	71,077	$	12,997	$	337,920	225,280	112,640
Sarah N. Nielsen	167,400		207,158		54,572		33,868		295,598		197,065		98,533		201,000		150,749		42,210		7,718		200,678		133,786	66,892
S. Scott Degnan	172,200		213,098		56,137		34,839		304,074		202,716		101,358		185,768		139,325		39,011		7,133		185,471		123,647	61,824
Robert L. Gossett	154,200		190,823		50,269		31,197		272,289		181,526		90,763
William J. O'Leary	157,200		194,535		51,247		31,804		277,586		185,057		92,529
Scott C. Folkers															167,399		125,548		35,154		6,428		167,131		111,421	55,710
Daryl W. Krieger															153,601		115,200		32,256		5,898		153,355		102,237	51,118


(1)	A financial factor of ~~124%~~75.0% of the bonus opportunity was ~~achieved~~approved under the Officers Incentive Compensation Plan ~~due to~~ based on Fiscal ~~2014~~2016 net income performance of ~~$45.1~~$45.5 million.


(2)	ROIC incentive was ~~32.60%~~21.0% of the bonus opportunity for Fiscal ~~2014~~2016 as actual ROIC was ~~22.68%~~20.7%.

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(3)	Company strategic modifier award established at a positive ~~12.94%~~4.0% of Fiscal ~~2014~~2016 net income and ROIC incentive.


(4)	The total award under the Plan was certified by the Committee on October ~~14, 2014~~,11, 2016, the 2/3 cash component was paid on October ~~17, 2014,~~14, 2016, and the 1/3 restricted stock component was determined based upon the closing price of the stock on October ~~14, 2014~~,11, 2016, all as presented above.


(5)	For Fiscal 2017 the Annual Incentive Plan will be paid entirely in cash. It is currently paid 2/3 cash and 1/3 restricted stock.


(6)	Mr. Happe became an officer for the Company in January 2016; the compensation shown is based on his length of employment.

Beginning with Fiscal 2012, the Committee approved a recoupment or "clawback" provision. In part, the clawback provision in the Officers Incentive Compensation Plan provides for the recoupment of incentive compensation paid in the event the Committee reasonably determines that the performance certified by the Committee, and any payment made to a participant with respect to the Officers Incentive Compensation Plan, including the NEOs, was based on the achievement of financial results that are subsequently the subject of a restatement due to material noncompliance with any financial reporting requirement under either generally accepted accounting principles or federal securities laws, other than as a result of changes to accounting rules and regulations, the participant, including the NEOs, will be obligated to repay to the Company such amounts as required under any rules or regulations adopted by the SEC under Section 10D(b)(2) of the Exchange Act, any rules or standards adopted by a national securities exchange on which the Company's equity securities are listed, any related guidance from a governmental agency which has jurisdiction over the administration of such provision, any judicial interpretation of such provision and as otherwise may be required under applicable law or Company policy, in each case as determined by the Committee.

Long-Term Incentives. We recognize long-term incentive opportunity as an important element of the total executive

compensation program for NEOs. Long-term incentives are intended to retain and motivate executives and to encourage a

strong link between Management objectives and shareholder long-term interests. Our long-term incentives include the Officers Long-Term Incentive Plan (the "Long-Term Incentive Plan") described below, together with long-term incentives provided through grants of stock options ~~in previous fiscal years~~ and restricted stock.

Officers Long-Term Incentive Plan. Our NEOs are eligible for incentive awards under the Long-Term Incentive Plan (the "Long-Term Incentive Plan"). Each year, the Committee establishes a three-year performance plan to promote our long-term growth and profitability and to attract and retain executives by providing the officers an opportunity for an incentive award consisting of restricted shares of the Company's Common Stock in order to encourage stock ownership and promote the Company's long term growth and profitability. Under the Long-Term Incentive Plan, the amount of aan NEO's incentive compensation for the three-year period is calculated to be in direct linear proportion to our measured financial performance expressed as a percentage against compensation targets for each participant, as approved by the Committee. NEOs may be entitled to earlier vesting of awards under the Long-Term Incentive Plan in the event of a "Change of Control" (as defined in the Long-Term Incentive Plan), or as otherwise specified by the ~~Committee.~~Committee upon retirement, for example. See "Potential Payments upon Termination or



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Change of Control - Long-Term Incentive Plan Payments" below.

The awards for achieving results under these overlapping but separate Long-Term Incentive Plans may vary by each three-year period and by NEO. In general, the awards are based upon our financial performance as measured against the specific three-year plan established by the Committee. The Committee has established financial measurements and awards for each specific three-year plan (as defined below). The Committee selected the metric of ROE to be utilized for each of the Long-Term Incentive Plans reflected below. The Committee believes that the metric of ROE, which is an additional financial metric separate from the net income and ROIC metrics utilized under the Officers Incentive Compensation Plan, provides for a more complete measurement of the NEOs effectiveness and the value created for shareholders on a long-term basis. In addition, the Committee determined that awards, if any, under the ~~Long-Term~~Long-

Term Incentive Plans would be made solely in restricted stock subject to a one-year holding period, in order to encourage stock ownership and promote our long-term growth and profitability and mitigate risk. The value of the stock awards are taxable to the NEO upon grant and deductible by the Company for the tax purposes at that time.

The formula used to determine ROE for the Long-Term Incentive Plans is ~~to use~~ the average of annual stockholders equity for the three year time-frame as defined by the respective plans divided by the corresponding three year cumulative net income. The Long-Term Incentive Plans provide for a bonus of 25% of the annualized base salary at the beginning of the performance period to be awarded in restricted stock if the target ROE is achieved. Beginning with the Fiscal 2016-2018 plan the target changed to 100% of the annualized base for the CEO and 50% other NEOs. The annualized salary figure utilized for measurement is the salary in place for each participant as defined in the respective plan.

The table below reflects the key parameters of each three-year Long-Term Incentive Plan as approved by the Committee:


Long-Term Incentive Plans	Date Approved	Bonus Opportunity ⁽¹⁾			ROE (3 year cumulative)			Actual ROE	Date Approved	Bonus Percentage			ROE (3 year cumulative)			Actual ROE
Long-Term Incentive Plans	Date Approved	Threshold	Target	Maximum	Threshold	Target	Maximum	Actual ROE	Date Approved	Threshold	Target	Maximum	Threshold	Target	Maximum	Actual ROE
Fiscal 2012-2014 (the "2012-2014 Plan")	6/21/11	10%	100%	150.0%	12.2%	15.3%	21.8%	26.4%
Fiscal 2013-2015 (the "2013-2015 Plan")	6/20/12	10%	100%	150.0%	12.0%	19.0%	26.0%	⁽²⁾
Fiscal 2014-2016 (the "2014-2016 Plan")	6/18/13	10%	100%	150.0%	16.0%	20.0%	26.0%	⁽³⁾	6/18/13	10%	100%	150%	16.0%	20.0%	26.0%	20.6%
Fiscal 2015-2017 (the "2015-2017 Plan")									6/17/14	10%	100%	150%	16.3%	20.4%	26.0%	⁽¹⁾
Fiscal 2016-2018 (the "2016-2018 Plan")									6/16/15	10%	100%	150%	12.7%	15.9%	19.1%	⁽²⁾


(1)	The Long-Term Incentive Plans provides for a bonus of 25% of the annualized base salary to be awarded in restricted stock if the target ROE is achieved. The annualized salary figure utilized for measurement is the salary in place for each participant as defined in the respective plan.


~~(2)~~	Estimated future payouts of plan-based awards under the ~~2013-2015~~2014-2016 Plan were reported in the Company's ~~2013~~2014 proxy statement in the columns designated "Threshold," "Target" and "Maximum" in the Grants of Plan-Based Awards Table in the "Compensation Tables and Narrative Disclosure".

~~(3)~~(2)

Estimated future payouts of plan-based awards under the ~~2014-2016~~2016-2018 Plan are reported in the columns designated "Threshold," "Target" and "Maximum" in the Grants of Plan-Based Awards Table in the "Compensation Tables and Narrative Disclosure" below. At its October ~~2013~~2015 meeting, the Committee approved the threshold, target and maximum ROE percentages under the ~~2014-2016~~2016-2018 Plan which is illustrated above. The ROE target was based upon the ~~2014~~2016 Fiscal Management Plan along with projected performance in Fiscal ~~2015~~2017 and ~~2016.~~2018. The threshold ROE was set at ~~16%~~12.7%, which represents 80% of the ROE target. The maximum ROE goal was set at ~~26%, equivalent to the average ROE achieved by the Company in the 10 years prior to the recession (1998-2007).~~19.1% representing 120% of target.

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Actual ROE for the ~~2012-2014~~2014-2016 Plan was ~~above the 21.8% maximum at 26.4%~~20.6%, thus ~~150.0%~~105.0% of the bonus opportunity was achieved. The table below reflects the amount paid to eligible NEOs under the ~~2012-2014 Plan:~~2014-2016 Plan.

Name
Target
Opportunity⁽¹⁾
Value of 2012-2014
Plan Award ⁽²⁾
Randy J. Potts $ 91,000
$ 136,500
Sarah N. Nielsen 61,490
92,235
Robert L. Gossett 60,541
90,812
William J. O'Leary 61,711
92,567



Name	Target Opportunity⁽¹⁾⁽²⁾		Value of 2014-2016 Plan Award ⁽³⁾
Sarah N. Nielsen	$	69,750	$	73,238
S. Scott Degnan	71,750		75,338
Scott C. Folkers	61,500		64,575
Daryl W. Krieger	60,000		63,000


(1)	The Long-Term Incentive ~~Plans~~Plan target for 2014-2016 provides for a bonus (Target) of 25% of the annualized base salary to be awarded in restricted stock if the Target ROE is achieved. The annualized salary figure utilized for measurement is the salary in place for each ~~participate~~participant as of September ~~2011.~~2013.


(2)	~~Restricted~~Effective with the 2017-2019 Long Term Incentive Plan, the target opportunity will be 50% of the base salary (100% of base for CEO) converted to performance shares at beginning of performance period.


(3)	Shares of common stock subject to a one-year holding period was awarded on October ~~14, 2014~~11, 2016 based on the value as presented above ~~150%~~and a closing price of ~~the target opportunity based on the Company's meeting the ROE metric for 2012-2014.~~$27.89 per share.

2014 Omnibus Equity, Performance Award and Incentive Compensation ~~Plan.~~Plan (the "2014 Plan"). The 2014 Plan was approved by the Board and ratified by shareholders at the 2013 Annual Meeting. The 2014 Plan replaced the 2004 Plan after its ten-year expiration. The 2014 Plan, like the 2004 Plan, was adopted to reward key employees and Non-Employee Directors by providing for certain cash benefits and additional

means for those individuals to acquire Common Stock of the Company. The objective of the 2014 Plan is to further the Company's interests and those of our shareholders by providing incentives to key employees and Non-Employee Directors who contribute materially to our success and profitability. Additionally, we believe that the 2014 Plan serves



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to attract and retain certain key employees and Non-Employee Directors.

The 2014 Plan provides that employees and Non-Employee Directors may receive certain “Stock Awards,” “Performance Awards” and “Stock Options,” each as defined under the 2014 Plan. Terms, conditions and limitations applicable to any awards granted under the 2014 Plan are set by the Committee.

Insider Trading and Hedging. With respect to the Company's Insider Trading Policy, the 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. Additionally, pursuant to the Insider Trading Policy, all directors, officers and employees are prohibited at all times from (a) holding any Company securities in a margin account; (b) engaging in any transactions involving puts, calls, or other derivative transactions relating to the Company's securities; and (c) short-selling or pledging securities of the Company.

~~Restricted~~Use of Stock. We have utilized ~~restricted~~ stock awards to complement stock options and other 2014 Plan awards as a basis for long-term equity incentive compensation. The Committee recognizes that competitive market practices have resulted in an increased use of restricted stock awards as a part of total executive compensation strategy. Our stock awards are intended to retain and motivate officers or employees, including NEOs, to seek to improve long-term stock market performance

and to enhance shareholder value by placing a portion of their

compensation at risk and directly tied to our stock price ~~appreciation.~~performance. The Committee believes that ~~restricted~~ stock grants serve as a critical element of long-term compensation plan design. ~~Restricted stock~~Stock awards provide for an effective recruitment and retention tool, inspire increased motivation by providing ownership, maintain motivation because of intrinsic value even during periods of stock price fluctuations and further align the interests of Management and the shareholders.

From time to time, we make ~~restricted~~ stock awards to NEOs pursuant to the 2014 Plan subject to a required holding period. The 2014 Plan provides that any Performance Award must have a one-year holding period to effectively motivate executives, including the NEOs, and key personnel participants and to share risk with shareholders.

~~Award~~Restricted Stock Grants. On October ~~16, 2013,~~13, 2015, the Committee approved a grant award of shares of the Company's restricted common stock under the ~~2004~~2014 Plan, to the Company's Key Management Group (senior level managers) including the NEOs. The awards were made in acknowledgement of the hard work and dedication put forth by this management group, to inspire increased motivation by providing ownership, further align the interests of management and the shareholders and to continue to serve as a recruitment and retention tool. Also, as previously mentioned, 10,000 shares were granted to Mr. Happe when he joined the Company on January 18, 2016.

The value of the restricted stock is based upon the closing price of the Company's Common Stock on the date of grant. The NEOs received restricted stock grants pursuant to the actions described above in the following amounts:


Name	Shares granted October 16, 2013	Value ⁽¹⁾		Shares granted in Fiscal 2016	Value ⁽¹⁾
Randy J. Potts	13,000	$	354,640
Michael J. Happe				10,000	$	166,700
Sarah N. Nielsen	4,000	109,120		15,000	297,750
S. Scott Degnan	4,000	109,120		15,000	297,750
Robert L. Gossett	4,000	109,120
William J. O'Leary	4,000	109,120
Scott C. Folkers				15,000	297,750
Daryl W. Krieger				15,000	297,750


(1)	Based on the closing price of the Company's common stock on October ~~16, 2013.~~13, 2015 of $19.85 and January 19, 2016 of $16.67.

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Pursuant to each restricted stock award agreement between the Company and each NEO, the restricted stock grants vest in annual increments of ~~one-third commencing October 16, 2013.~~one-third. NEOs are entitled to receive dividends declared on the restricted stock beginning from the time the restricted stock is granted regardless of the vesting schedule of the restricted stock grants. In addition, NEOs may be entitled to earlier vesting upon a "change in control," as defined in the ~~2004~~2014 Plan, or if the award recipient has at least five consecutive years of service with the Company or any subsidiary and his or her employment is terminated due to voluntary retirement at age 60 or older, disability or death. Unvested awards of restricted stock will immediately terminate as a result of a recipient's involuntary termination of employment with the Company or any subsidiary.


Name	Ownership Guidelines- Percentage of Annual Salary⁽¹⁾		Value of Ownership Guidelines ⁽¹⁾		Actual Shares Beneficially Owned ⁽²⁾	Value of Shares Beneficially Owned ⁽²⁾		Percentage of Annual Salary Attained⁽²⁾			Ownership Guidelines- Percentage of Annual Salary⁽¹⁾		Value of Ownership Guidelines ⁽¹⁾		Actual Shares Beneficially Owned ⁽²⁾	Value of Shares Beneficially Owned ⁽²⁾		Percentage of Annual Salary Attained⁽²⁾
Randy J. Potts	400	%	$	1,912,000	73,892	$	1,578,333	330	%	(3)
Michael J. Happe											400	%	$	2,200,000	10,000	$	278,900	51	%	(3)
Sarah N. Nielsen	250	%	697,500		37,211	794,827		285	%		250	%	837,500		53,830	1,501,319		448	%
S. Scott Degnan	250	%	717,500		14,716	314,334		110	%	(4)	250	%	774,035		33,860	944,355		305	%
Robert L. Gossett	250	%	642,500		33,796	721,883		281	%
William J. O'Leary	250	%	655,000		36,152	772,207		295	%
Scott C. Folkers											250	%	697,498		33,717	940,367		337	%
Daryl W. Krieger											250	%	640,003		40,981	1,142,960		446	%



Name	Year	Salary		Stock Awards ⁽¹⁾		Non-Equity Incentive Plan Compensation⁽²⁾		All Other Compensation		Total
Randy J. Potts	2014	$	478,000	$	589,040	$	506,437	$	5,101	$	1,578,578
Chairman, CEO and President	2013	472,923		535,975		631,275		4,134		1,644,307
	2012	381,308		27,689		72,445		2,756		484,198
Sarah N. Nielsen	2014	279,000		226,410		197,065		4,489		706,964
Vice President, CFO	2013	258,211		216,783		229,779		3,979		708,752
	2012	247,237		14,184		34,021		3,291		298,733
S. Scott Degnan	2014	287,000		166,520		202,716		4,486		660,722
Vice President, Sales and Product	2013	279,150		165,630		248,413		6,379		699,572
Management
Robert L. Gossett	2014	257,000		221,061		181,526		6,525		666,112
Vice President, Administration	2013	254,226		215,132		226,233		5,991		701,582
	2012	243,421		13,965		33,497		5,297		296,180
William J. O'Leary	2014	257,000		223,231		185,057		8,056		673,344
Vice President, Product	2013	254,226		217,168		230,605		6,053		708,052
Development	2012	248,126		14,235		34,144		5,353		301,858


	Option Awards⁽¹⁾				Stock Awards⁽²⁾			Option Awards⁽¹⁾				Stock Awards⁽²⁾
Name	Number of Securities Underlying Unexercised Exercisable Options (#)		Option Exercise Price⁽³⁾ ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested⁽⁴⁾ (#)	Market Value of Shares or Units of Stock That Have Not Vested⁽⁵⁾ ($)		Number of Securities Underlying Unexercised Exercisable Options (#)		Option Exercise Price($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested⁽³⁾(#)	Market Value of Shares or Units of Stock That Have Not Vested⁽⁴⁾($)
Randy J. Potts		4,500	31.48	10/13/14
		4,000	26.93	10/12/15
		8,500			31,667	$	783,125

Michael J. Happe									10,000	$16.67	1/18/26	10,000	$	239,100
Sarah N. Nielsen		12,500	32.35	11/14/15	10,000	247,300			—	—		19,668	470,262

S. Scott Degnan		—	—		10,000	247,300			—	—		19,668	470,262

Robert L. Gossett		12,500	31.48	10/13/14
		8,334	26.93	10/12/15
		20,834			10,000	247,300

William J. O'Leary		12,500	31.48	10/13/14
		12,500	26.93	10/12/15
		25,000			10,000	247,300
Scott C. Folkers									—	—		19,668	470,262
Daryl W. Krieger									—	—		19,668	470,262


	Option Awards			Stock Awards			Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)⁽¹⁾		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)⁽²⁾		Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)⁽¹⁾
Randy J. Potts	—	$	—	27,905	$	759,362
Sarah N. Nielsen	—	—		12,645	344,897		—	—	11,600	229,730
S. Scott Degnan	—	—		7,484	204,187		—	—	11,877	235,229
Robert L. Gossett	—	—		12,535	341,850
William J. O'Leary	15,000	18,075		12,703	346,503
Daryl W. Krieger							—	—	10,756	212,977
Scott C. Folkers							—	—	11,074	219,289



				FY 2016 Activity
Name	Plan Name	Aggregate Balance at Aug 29, 2015		Executive Contributions		Aggregate Earnings		Aggregate Withdrawals/Distributions		Aggregate Balance at Aug 27, 2016⁽¹⁾
Sarah N. Nielsen	Executive Deferred Compensation Plan	$	27,581	$	16,915	$	2,671	$	—	$	47,167
Daryl W. Krieger	Executive Deferred Compensation Plan	43,468		35,609		4,225		—		83,302



Name	Target Opportunity⁽¹⁾		Value of 2012-2014 Plan Award ⁽²⁾
Randy J. Potts	$	91,000	$	136,500
Sarah N. Nielsen	61,490		92,235
Robert L. Gossett	60,541		90,812
William J. O'Leary	61,711		92,567


(1)	Based upon the annual base salary in effect for each of the NEOs as of August ~~30, 2014~~. 27, 2016.


(2)	Based upon the closing market price of ~~$21.36~~$27.89 per share, the Company's Common Stock as quoted on the NYSE on October ~~14, 2014~~. 10, 2016.


(3)	Mr. ~~Potts~~Happe became ~~CEO~~an officer for the Company in ~~June 2011 and thus his ownership percentage guidelines increased from 250% to 400% and the~~January 2016. The guidelines provide for a five year period in which to attain ~~this~~the guideline level of stock ownership.


~~(4)~~	~~Mr. Degnan became an officer for the Company in June 2012 and the guidelines provide for a five year period in which to attain this level of stock ownership.~~


(1)	The table below illustrates the three categories of stock awards as presented ~~above:~~previously:



				Performance-Based Plans
Name	Fiscal Year	Non-Performance- Based Stock Grant^(a)		Achievement Level	Annual Incentive Plans^(b)		Long-Term Incentive Plans^(c)		Total
Randy J. Potts	2014	$	354,640	Target	$	143,400	$	91,000	$	589,040
	2013	341,600		Target	141,877		52,498		535,975
	2012	—		Threshold	18,589		9,100		27,689
Sarah N. Nielsen	2014	109,120		Target	55,800		61,490		226,410
	2013	109,800		Target	51,642		55,341		216,783
	2012	—		Threshold	8,035		6,149		14,184
S. Scott Degnan	2014	109,120		Target	57,400		—		166,520
	2013	109,800		Target	55,830		—		165,630
Robert L. Gossett	2014	109,120		Target	51,400		60,541		221,061
	2013	109,800		Target	50,845		54,487		215,132
	2012	—		Threshold	7,911		6,054		13,965
William J. O'Leary	2014	109,120		Target	52,400		61,711		223,231
	2013	109,800		Target	51,828		55,540		217,168
	2012	—		Threshold	8,064		6,171		14,235


(a)	These amounts represent non-performance based restricted stock granted pursuant to the 2004 ~~Plan~~and 2014 Plans computed in accordance with ASC 718. The grant date fair value of each of the non-performance based awards was determined at the closing price of the Company's shares on the NYSE on the grant date without regard to estimated forfeitures related to service-based vesting conditions.


(2)	These amounts represent actual annual incentive plan award payouts made in cash to NEOs under the ~~2012, 2013~~2014, 2015 and ~~2014~~2016 Officers Incentive Compensation Plans. See “Compensation Discussion and Analysis” for further discussion on how amounts were determined for Fiscal ~~2014~~2016.


(3)	Mr. Erickson was the Interim CEO from September 25, 2015 to January 17, 2016 and received no compensation for such service.


	Plan Name⁽¹⁾⁽²⁾	Grant Date ⁽³⁾	Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payments Under Equity Incentive Plan Awards						All Other Stock Awards (#)	Grant Date Fair Value of Stock Awards		Plan Name⁽¹⁾⁽²⁾	Grant Date ⁽³⁾	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payments Under Equity Incentive Plan Awards			All Other Stock Awards (#)	All Other Option Awards Under-lying Securities (#)	Grant Date Fair Value of Stock and Option Awards
Name	Plan Name⁽¹⁾⁽²⁾	Grant Date ⁽³⁾	Threshold		Target		Maximum		Threshold		Target		Maximum		All Other Stock Awards (#)	Grant Date Fair Value of Stock Awards		Plan Name⁽¹⁾⁽²⁾	Grant Date ⁽³⁾	Threshold	Target	Maximum	Threshold	Target	Maximum	All Other Stock Awards (#)	All Other Option Awards Under-lying Securities (#)	Grant Date Fair Value of Stock and Option Awards
Randy J. Potts	2004 Plan	10/16/13	$	—	$	—	$	—	$	—	$	—	$	—	13,000	$	27.28
Michael J. Happe																		2014 Plan	1/18/16							10,000		$	16.67
	2014 OICP	6/19/13	46,605		286,800		573,600		23,303		143,400		286,800		—	—		2014 Plan	1/18/16								10,000	5.31
	2016 LTIP	6/19/13	—		—		—		11,950		119,500		179,250		—	—		2016 OICP	6/16/15	36,608	225,280	451,282	18,304	112,640	225,641
Sarah N. Nielsen	2004 Plan	10/16/13	—		—		—		—		—		—		4,000	27.28		2014 Plan	10/13/15	—	—	—	—	—	—	15,000		19.85
	2014 OICP	6/19/13	18,135		111,600		223,200		9,068		55,800		111,600		—	—		2016 OICP	6/16/15	21,775	134,000	268,000	10,888	66,678	134,000	—		—
	2016 LTIP	6/19/13	—		—		—		6,975		69,750		104,625		—	—		2018 LTIP	6/16/15	—	—	—	8,375	83,750	125,625	—		—
S. Scott Degnan	2004 Plan	10/16/13	—		—		—		—		—		—		4,000	27.28		2014 Plan	10/13/15	—	—	—	—	—	—	15,000		19.85
	2014 OICP	6/19/13	18,655		114,800		229,600		9,328		57,400		114,800		—	—		2016 OICP	6/16/15	20,125	123,846	247,691	10,063	61,922	123,846	—		—
	2016 LTIP	6/19/13	—		—		—		7,175		71,750		107,625		—	—		2018 LTIP	6/16/15	—	—	—	7,740	77,404	116,105	—		—
Robert L. Gossett	2004 Plan	10/16/13	—		—		—		—		—		—		4,000	27.28
Scott C. Folkers																		2014 Plan	10/13/15	—	—	—	—	—	—	15,000		19.85
	2014 OICP	6/19/13	16,705		102,800		205,600		8,353		51,400		102,800		—	—		2016 OICP	6/16/15	18,135	111,600	223,200	9,068	55,532	111,600	—		—
	2016 LTIP	6/19/13	—		—		—		6,425		64,250		96,375		—	—		2018 LTIP	6/16/15	—	—	—	6,975	69,750	104,625	—		—
William J. O'Leary	2004 Plan	10/16/13	—		—		—		—		—		—		4,000	27.28
Daryl W. Krieger																		2014 Plan	10/13/15	—	—	—	—	—	—	15,000		19.85
	2014 OICP	6/19/13	17,030		104,800		209,600		8,515		52,400		104,800		—	—		2016 OICP	6/16/15	16,640	102,400	204,800	8,320	50,954	102,400	—		—
	2016 LTIP	6/19/13	—		—		—		6,550		65,500		98,250		—	—		2018 LTIP	6/16/15	—	—	—	6,400	64,000	96,000	—		—


(3)	The ~~Board~~Human Resource Committee approved the ~~2014~~2016 OICP and ~~2016~~2018 LTIP plans on June ~~19, 2013,~~16, 2015, effective as of August ~~31, 2013.~~30, 2015.


(1)	Represents Company stock options awarded ~~to NEOs prior to Fiscal 2007~~ under the ~~2004~~2014 Plan. NoExercise price is the closing stock ~~options have been awarded to NEOs since Fiscal 2007.~~price on the date of grant.


(2)	Unvested restricted stock awarded to NEOs in Fiscal ~~2013~~2014, Fiscal 2015 and ~~2014~~Fiscal 2016 pursuant to the 2014 and 2004 ~~Plan.~~Plans.


(3)	All stock options were granted under the 2004 Plan with the exercise price equal to the mean of the highest and lowest price of the Company's Common Stock, as quoted on the NYSE, on the date of the grant.


~~(4)~~	Shares of restricted stock generally vest in one-third increments beginning one year from the date of grant. A discussion of the vesting of awards provided for under various termination situations is set forth in the section “Potential Payments upon Termination or Change of Control” below.


~~(5)~~(4)	Amount is calculated by multiplying the number of restricted shares that have not vested by the closing price of the Company's Common Stock (~~$24.73~~)($23.91) as quoted on the NYSE on August ~~29, 2014~~,26, 2016, the last trading day of Fiscal ~~2014~~. 2016.


(1)	~~Reflects the difference between the exercise price of $26.50 and the market price of $27.705 on October 15, 2013 multiplied by the number of shares acquired.~~


~~(2)~~	Valued at the closing market price of the Company's Common Stock of ~~$26.66, $27.70~~$19.91, $19.85, $19.28, and ~~$26.80~~$20.03 as quoted on the NYSE on the vesting dates of October 10, ~~2013,~~2015, October 13, 2015, October 15, ~~2013~~2015, and ~~March 23, 2014,~~October 16, 2015, respectively.



Name	Plan Name	Executive Contributions in Last FY		Aggregate Earnings in Last FY⁽¹⁾		Aggregate Withdrawals/Distributions			Aggregate Balance at Last FYE⁽²⁾
Randy J. Potts	Executive Share Option Program	$	—	$	11,435	$	—		$	66,792
Sarah N. Nielsen	Executive Deferred Compensation Plan	9,900		817		—			12,986
Robert L. Gossett	Executive Share Option Program	—		157,250		—			875,261
	Executive Deferred Compensation Plan	—		1,442		—			12,896
William J. O'Leary	Supplemental Executive Retirement Plan (SERP)	—		7,287		—			145,741
	Executive Share Option Program	—		19,191		(267,961		)	—


(1)	The amount under "Aggregate Earnings in Last FY" for the Executive Share Option Program and the Executive Deferred Compensation Plan represents the change in the market price of the underlying investments from ~~August 31, 2013~~ to ~~August 30, 2014. The change under the Supplemental Executive Retirement Plan (SERP) represents additional vesting earned in~~ ~~Fiscal 2014~~.


					Change of Control												Change of Control
Executive Payments and Benefits Upon	Retirement⁽¹⁾ or Voluntary Separation		Involuntary Termination For Cause		Without Termination		Termination Without Cause / Good Reason		Death		Disability		Retirement⁽¹⁾ or Voluntary Separation		Involuntary Termination For Cause		Without Termination		Termination Without Cause / Good Reason		Death		Disability
Compensation:
Severance Benefit (Change of Control)⁽²⁾	$	—	$	—	$	—	$	3,653,409	$	—	$	—	$	—	$	—	$	—	$	3,025,797	$	—	$	—
Annual Incentives:
Annual Incentive Plan⁽³⁾	759,655		759,655		759,655		(Included Above)		759,655		759,655		337,920		337,920		337,920		(Included Above)		337,920		337,920
Long-Term Incentives:
LTIP⁽⁴⁾	136,500		136,500		453,205		453,205		136,500		136,500		—		—		542,929		542,929		—		—
Restricted Stock:⁽⁵⁾
Accelerated Vesting	—		783,125		783,125		783,125		783,125		783,125		—		239,100		239,100		239,100		239,100		239,100
Deferred Compensation Plans:
Executive Share Option Program⁽⁶⁾	66,792		66,792		66,792		66,792		66,792		66,792
Stock Options:⁽⁶⁾
Accelerated Vesting													—		72,400		72,400		72,400		72,400		72,400
Total Benefits	$	962,947	$	1,746,072	$	2,062,777	$	4,956,531	$	1,746,072	$	1,746,072	$	337,920	$	649,420	$	1,192,349	$	3,880,226	$	649,420	$	649,420


(1)	Retirement under the ~~2004 and~~ 2014 ~~Plans~~Plan is defined as attaining age 60 and five or more years of service with the Company.


(2)	Severance upon a Change of Control ~~for Mr. Potts~~ equals ~~severance pay in lump-sum,~~ an amount equal to three times the average of the aggregate annual compensation paid during our three fiscal years immediately preceding the Change of Control and excludes any payments required to cover IRC Section 280G obligations if applicable.


(3)	Represents the annual incentive eligibility pursuant to the 2016 Officers Incentive Compensation Plan.


(5)	Represents the intrinsic value of stock grants based on our closing stock price of ~~$24.73~~$23.91 per share on August ~~29, 2014~~,26, 2016, the last trading day of Fiscal ~~2014~~. 2016.


(6)	Represents ~~market~~the intrinsic value ~~balance as~~ of stock options based on our closing stock price of $23.91 per share on August ~~30, 2014~~ ~~for~~26, 2016, the ~~Executive Share Option Program reduced by the exercise price (frozen program).~~ last trading day of Fiscal 2016.


(1)	Retirement under the 2004 and 2014 Plans is defined as attaining age 60 and five or more years of service with the Company.


(6)	Represents market value balance as of August ~~30, 2014~~. 27, 2016.


~~(2)~~(3)	Represents the annual incentive eligibility pursuant to the 2016 Officers Incentive Compensation Plan.