Table of ContentsTABLE OF CONTENTS Stock. The amount of an NEO’s performance share 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 as approved by the Committee. 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 weightings for each specific three-year plan (as set forth in the following chart). For the Fiscal 2020-2022 LTIP performance share units, the Committee selected the following metrics: | | ![wgologo.jpg](https://capedge.com/proxy/DEF 14A/0000107687-19-000026/wgologo.jpg) Average Return on Invested Capital | | | 50% | Cumulative Adjusted EPS | | | 50% |
To calculate the Cumulative Adjusted EPS for the Fiscal 2020-2022 LTIP, the after-tax impact of certain non-recurring expenses is added to the Company’s net income, and the resulting number is divided by the weighted average number of shares. The Cumulative Adjusted EPS for Fiscal 2020 was adjusted to exclude the following: (i) the pre-tax transaction costs associated with the acquisition of Newmar, (ii) the inventory step-up related to the Newmar acquisition, (iii) non-cash interest expense, (iv) debt issuance cost write-off, (v) restructuring expense and (vi) the tax effect of all of the foregoing adjustments. The number of performance shares that may be earned range from 0% to 200% of the target share amount. The Committee determined that the LTIP performance share awards, if earned, would also be made subject to an additional one-year holding period following the grant of the shares, in order to encourage stock ownership, promote our long-term growth and profitability and mitigate risk. Restricted Stock Units NEOs were granted restricted stock units in Fiscal 2020 that vest in three equal annual installments, beginning on the first anniversary of the grant date. Stock Options NEOs were granted stock options in Fiscal 2020 that vest over three years in equal installments, beginning on the first anniversary of the grant date, and can be exercised over ten years. | 42 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS Fiscal 2020 Awards The target value of the long-term incentive awards granted to the NEOs in Fiscal 2020 was as follows: Michael J. Happe | | | $1,550,000 | | | $1,085,000 | | | $465,000 | | | $3,100,000 | | | $1,900,000 | | | 63.2%(2) | Bryan L. Hughes | | | 278,850 | | | 195,195 | | | 83,655 | | | 557,700 | | | 507,376 | | | 9.9%(3) | Stacy L. Bogart | | | 231,263 | | | 161,884 | | | 69,379 | | | 462,525 | | | 435,751 | | | 6.1%(4) | Donald J. Clark(5) | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A
| Brian D. Hazelton | | | 270,325 | | | 189,228 | | | 81,098 | | | 540,650 | | | 525,140 | | | 3.0%
|
(1)
| To perform this calculation, we assumed that the Fiscal 2019 Awards
The target value of the long-term incentive awards granted to the NEOs inand Fiscal 2019 was as follows:
| | | | | | | | | | | | | | | | | | | | | | Total Equity | Name | LTIP / Performance Shares (50%) | Restricted Stock Units (25%) | Stock Options (25%) | Fiscal 2019 | Fiscal 2018 | % Increase(1) | Michael J. Happe | $ | 950,000 |
| $ | 475,000 |
| $ | 475,000 |
| $ | 1,900,000 |
| $ | 1,656,241 |
| 14.7 | % | Bryan L. Hughes | 253,688 |
| 126,844 |
| 126,844 |
| 507,376 |
| 494,981 |
| 2.5 | % | Stacy L. Bogart(2) | 217,875 |
| 108,938 |
| 108,938 |
| 435,751 |
| 701,153 |
| (37.9 | )% | Donald J. Clark(3) | N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| Brian D. Hazelton | 262,570 |
| 131,285 |
| 131,285 |
| 525,140 |
| 487,170 |
| 7.8 | % |
| | (1) | To perform this calculation, we assumed that the Fiscal 2018 and Fiscal 20192020 equity awards were earned at target. |
(2) Ms. Bogart received a new hire stock award of 10,000 shares of restricted stock on January 2, 2018 and a pro-rated Fiscal 2018-2020 LTIP award with a target value of 3,303 shares.
(2)
| | (3) | Under the terms of his employment agreement, Mr. Clark is not eligible to participate in the Company's equity plans or receive any equity awards during Fiscal 2019. |
Payout of the Fiscal 2017-2019 LTIP Cycle
For the Fiscal 2017-2019 LTIP performance share units, the Committee used the metrics of average ROIC, cumulative net revenue, and cumulative operating income, which are additional financial metrics separate from the metrics utilized under the OICP, as they provide another measurement of NEO effectiveness. The awards were determined based on our performance against these metrics. The payout scale provided for a minimum award of 0% of the shares granted and a maximum award of 150% of the shares granted. The table below reflects our performance against these metrics and the amount paid to eligible NEOs under the Fiscal 2017-2019 LTIP performance share units ($ in thousands):
| | | | | | | | | | | | | | | | | Metric | Weight | Threshold (10% Payout) | Target (100% Payout) | Maximum (150% Payout) | Fiscal 2017-2019 Performance(1) | Actual Payout % | Three-year Average ROIC | 40.0% | 11.3 | % | 14.1 | % | 17.0 | % | 12.4 | % | 44.2 | % | Three-year Cumulative Net Revenue | 30.0% | $ | 3,874,956 |
| $ | 4,843,695 |
| $ | 5,812,434 |
| $ | 5,462,139 |
| 132.0 | % | Three-year Cumulative Operating Income | 30.0% | $ | 343,630 |
| $ | 429,537 |
| $ | 515,444 |
| $ | 445,867 |
| 110.0 | % | | | | | Total Payout Percentage | | 90.3 | % |
(1) Performance figures reflect adjustments63.2% increase was approved by the Committee after a review of the competitive market data provided by the Committee’s independent compensation consultant, and after a review of the Company’s financial performance and gains in market share, revenue and operating income since the inception of Mr. Happe’s employment with the Company, his experience in the position of Chief Executive Officer and the increased size and complexity of the Company.
|
(3)
| The 9.9% increase was approved by the Committee, after a review of the competitive market data provided by the Committee’s independent compensation consultant, the increased size and complexity of the Company and additional responsibilities in the areas of information technology and strategic planning. |
(4)
| The 6.1% increase was approved by the Committee after a review of the competitive market data provided by the Committee’s independent compensation consultant and the increased size and complexity of the Company. |
(5)
| Under the terms of his employment agreement, Mr. Clark does not receive annual long-term incentive awards unless specifically determined by the Committee. |
Grants in Recognition of Newmar Acquisition On December 17, 2019, in recognition of additional contributions made by Ms. Bogart and Mr. Hughes during Fiscal 2020 in connection with our acquisition and integration of Newmar, the Committee approved a special grant of restricted stock units in the amount of $50,700 for Mr. Hughes and $44,050 for Ms. Bogart. This resulted in a grant of an additional 919 restricted stock units for Ms. Bogart and 1,058 restricted stock units for Mr. Hughes, using the grant date fair value of $47.93 per share as of the date of the grant. The restricted stock units have the same vesting schedule and terms as the restricted stock units granted as part of the Fiscal 2020 awards. Payout of the Fiscal 2018-2020 LTIP Cycle For the Fiscal 2018-2020 LTIP performance share units, the Committee used the metrics of average ROE, cumulative net revenue, and cumulative operating income, which are additional financial metrics separate from the metrics utilized under the OICP, as they provide another measurement of NEO effectiveness. The awards were determined based on our performance against these metrics. The payout scale provided for a minimum award of 0% of the shares | | | | Proxy Statement for 2020 Annual Meeting | 43 |
TABLE OF CONTENTS granted and a maximum award of 150% of the shares granted. The table below reflects our performance against these metrics and the amount paid to eligible NEOs under the Fiscal 2018-2020 LTIP performance share units ($ in thousands): Three-year Average ROE | | | 40.0% | | | 15.4% | | | 19.2% – 19.2% | | | 23.0% | | | 16.7% | | | 16.1% | Three-year Cumulative Net Revenue | | | 30.0% | | | $4,979,529
| | | $5,913,190 – 6,535,632 | | | $7,469,293
| | | $6,358,036
| | | 30% | Three-year Cumulative Operating Income | | | 30.0% | | | $430,314
| | | $537,892 – 537,892 | | | $645,470
| | | $452,375
| | | 8.5% | Total Payout Percentage
| | | 54.67% |
(1)
| When determining the level of actual performance, the Committee excluded the impact of certain events not contemplated when creating the initial targets, consisting oftargets. There were no adjustments to each measure relating to:net revenue or to net working capital. The average ROE and operating income metrics were adjusted to exclude the following: (i) the net financial impacts of the Chris-Craft and Newmar acquisitions, (ii) the transaction costs associated with the acquisitions of Chris-Craft and Newmar, (iii) the net impact of the Tax Cuts and Jobs Act enacted on December 22, 2017, the Company's acquisition of Chris-Craft, and transaction(iv) restructuring costs associated with the Company's acquisition of Grand Design.
For thein Fiscal 2017-20192020.
|
For the Fiscal 2018-2020 LTIP performance share units, Ms. Bogart received a prorated award and Mr. Clark was not eligible to participate in the award. The target award and actual payout for the eligible participants is detailed below. Michael J. Happe | | | 18,651 | | | $828,104 | | | 10,197 | | | $ 555,635 | Bryan L. Hughes | | | 5,574 | | | $247,486 | | | 3,047 | | | $166,031 | Stacy L. Bogart | | | 3,303 | | | $184,638 | | | 1,806 | | | $ 98,409 | Brian D. Hazelton | | | 5,486 | | | $243,578 | | | 2,999 | | | $163,416 |
(1)
| Target payout is valued at the closing market price of our common stock on the grant date as quoted on the NYSE. For Messrs. Happe, Hughes and Hazelton, the value was $44.40 (October 18, 2017) and, for Ms. Bogart, the value was not employed$55.90 (January 2, 2018). Actual payout is valued at the timeclosing market price of the award and Mr. Clarkour common stock on October 13, 2020, which was not eligible to participate in the award. The target award and actual payout for the eligible participants is detailed below. | | | | | | | | | | | | | | Name | Target Shares | Target Payout(1) | Actual Shares | Actual Payout(1) | Michael J. Happe | $ | 22,709 |
| $ | 633,354 |
| $ | 20,502 |
| $ | 765,340 |
| Bryan L. Hughes | 6,110 |
| 171,386 |
| 5,517 |
| 205,950 |
| Brian D. Hazelton | 9,290 |
| 259,098 |
| 8,388 |
| 313,124 |
|
| | (1) | Target payout is valued at the closing market price of our common stock on the grant date as quoted on the NYSE. For Messrs. Happe and Hazelton, the value was $27.89 (October 11, 2016), and for Mr. Hughes, who was hired during Fiscal 2017, the value was $28.05 (May 15, 2017). Actual payout is valued at the closing market price of our common stock on October 9, 2019, which was $37.33.$54.49. |
Benefits Our NEOs are eligible to participate in the same benefit plans designed for all of our full-time employees. The basic insurance package includes health, dental, disability and basic group life insurance.
Except as specifically summarized in this Compensation Discussion and Analysis, we do not currently provide payments and benefits for NEOs following his or her retirement, including, but not limited to, tax-qualified defined benefit plans and supplemental executive retirement plans.
Profit Sharing and Deferred Savings and Investment Plan
We maintain a 401(k) plan, the Winnebago Industries, Inc. Profit Sharing and Deferred Savings and Investment Plan (the "401(k) Plan"“401(k) Plan”), which is a tax-qualified defined contribution plan maintained for the benefit of substantially all hourly and salaried employees, including our executives. The 401(k) Plan offers NEOs and all other employees the opportunity to defer a percentage of income that is a part of their base compensation. Effective January 1, 2018, the Company matching contribution increased to $0.50 per $1.00 of employee contribution up to 6% of the base compensation deferred by employees (subject to IRS limits and non-discriminationnon- | 44 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS discrimination testing), subject to a 2-year, pro-rata vesting period.period for those employees hired after January 1, 2018. Approved in October 2020 and effective January 1, 2020, for all employees, the Company matching contribution was increased to $1.00 per $1.00 of employee contribution for the first 1% of base compensation deferred and $0.50 per $1.00 of employee contribution for the next 5% of base compensation deferred by employees (subject in each case to IRS limits and non-discrimination testing) and also subject to a 2-year, pro-rata vesting period for those employees hired after January 1, 2018. These changes, while effective January 1, 2020, have not yet been calculated or credited on an individual basis and are therefore not reflected as NEO compensation in this Proxy Statement. Although executives, including the NEOs, are eligible to participate in the 401(k) Plan, the application of the annual limitation on contributions under the Internal Revenue Code prevents executives from participating at the same level as non-executives. This compensation element is tax-deferred and is not intended to affect the value of any other compensation element.
Executive Deferred Compensation Plan (2007) (Non-Qualified Deferred Compensation Plan)
Under the Executive Deferred Compensation Plan, executive officers and certain key employees may annually choose to defer up to 50% of their salary and up to 100% of their cash incentive awards. The Committee has determined that the deferred compensation plan will have the same nominal investment options as the 401(k) Plan. The Company does not provide any matching contributions to the Executive Deferred Compensation Plan.
Perquisites
We provide NEOs with limited perquisites that the Committee believes are reasonable and consistent with the overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites and other personal benefits provided to NEOs. Based upon this periodic review, perquisites are awarded or adjusted on an individual basis. NEOs are not automatically awarded all, or in equal amounts, perquisites granted by the Company.
The perquisites provided to our NEOs include:
Executive Physical.Physical. In an effort to encourage executives to monitor and maintain good health, we pay for voluntary annual physical examinations for executives, including the NEOs. Recreational Vehicle Use.and Boat Use. Our executives, including NEOs, have the opportunity to utilize our recreational vehicles and boats on a periodic and temporary basis. We encourage the executive to have a first-hand understanding of the recreational vehicle lifestyle experienced by our customers and to provide the executive with the opportunity to evaluate product design and efficiency. Car Allowance.Allowance. A car allowance is provided as frequent travel is required. Financial & Tax Planning.Planning. To address complex tax and financial situations, a tax and financial planning payment is provided.
| | | | | | | ![wgologo.jpg](https://capedge.com/proxy/DEF 14A/0000107687-19-000026/wgologo.jpg) | Proxy Statement for 2020 Annual Meeting | 45 |
TABLE OF CONTENTS Additional Compensation Policies Stock Ownership Guidelines
The Committee has adopted Stock Ownership Guidelines for executives. In general, each executive has five years from the date he or she becomes an executive to accumulate the appropriate number of shares. In addition, each executive is required to retain 50% of any after tax shares received from the vesting of awards or exercise of stock options until his or her ownership guideline is met. The purpose of the guidelines is to encourage our executive officers to own and retain Company shares, thereby aligning their interests with our shareholders. We review our stock ownership guidelines on a periodic basis. The table below describes the current ownership guidelines for the NEOs. Each of our NEOs has either met his or her stock ownership guideline goal or is on track to meet this goal within the prescribed five-year time frame.
| | | | | | | Stock Ownership Guideline | Name | % of Salary | Value | Michael J. Happe | 500% | $ | 3,500,000 |
| Bryan L. Hughes | 250% | 1,225,000 |
| Stacy L. Bogart | 250% | 1,068,748 |
| Donald J. Clark | 250% | 1,000,000 |
| Brian D. Hazelton | 250% | 1,193,500 |
|
Michael J. Happe | | | 500% | | | $4,500,000 | Bryan L. Hughes | | | 250% | | | 1,267,500 | Stacy L. Bogart | | | 250% | | | 1,101,250 | Donald J. Clark | | | 250% | | | 1,000,000 | Brian D. Hazelton | | | 250% | | | 1,228,750 |
Severance and Change in Control Arrangements
Employment Agreements
Mr. Happe and Mr. Clark are the only executivesNEOs with individual employment agreements with the Company. In addition, these are the only agreements with NEOs that provide for severance following a termination of employment outside of a change in control of the Company.
If Mr. Happe is terminated by the Company without “Cause” or terminates employment with the Company for “Good Reason” (as such terms are defined in his employment agreement), he is entitled to severance pay of his base salary for 12 months, health insurance for 12 months, accrued unused vacation pay and a pro-rata annual incentive bonus computed at target. Mr. Happe also is subject to one-year non-competition and non-solicitation covenants following termination of employment.
If Mr. Clark is terminated by the Company without “Cause” or terminates employment with the Company for “Good Reason” (as such terms are defined in his employment agreement), he is entitled to severance pay of his base salary for 12 months and any earned but unpaid incentive bonus due under the Grand Design Management Incentive Plan through the fiscal quarter in which the termination occurred. Mr. Clark is subject to a non-compete and non-solicitation covenant that terminates upon the later of October 2021 or 1one year from cessation of employment.
Executive Change in Control Agreement
Each of the NEOs, including Mr. Happe and Mr. Clark, have also entered into an Executive Change ofin Control Agreement with the Company.
| 46 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS The revised Executive Change in Control Agreements, entered into by our executives in November and December 2018, generally provide that, in the event of a termination of the executive'sexecutive’s employment (for a reason other than death, disability, termination for cause or, under certain circumstances, a voluntary termination of employment by the executive) within two years of a change of control, such executive will receive a severance only relative to salary and target annual incentives (as well as annual COBRA premium cost) at a 2x multiple (or 3x, in the case of Mr. Happe only). The current Executive Change in Control Agreements also revise the definition of Change in Control to make it consistent with current market practices. We also changed the definition of Change in Control for our Fiscal 2019 awards granted in October 2018, as described further under "Potential Payments upon Termination or Change in Control" on page 33. These changes were intended to align the Company’s practices with market standard practices among our peers and this definition is also consistent with the 2019 Plan. Due to the unique nature of Mr. Clark’s employment and compensation arrangements with the Company entered into in connection with the Grand Design acquisition, Mr. Clark's change in control agreement was entered into subsequent toagreements for Mr. Clark and Matthew L. Miller, President, Newmar Corporation, provide that of the other executives, effective as of September 1, 2019, and additionally provides that his severance benefit payable thereunder would be capped at $3,000,000.
The Committee believes these agreements are an important part of the total executive compensation program because they protect our interest in the continuity and stability of the executive group. The Committee also believes that these agreements reduce the executives'executives’ interest in working against a potential change of control and help to keep them focused on minimizing interruptions in business operations by reducing any concerns they may have of being terminated prematurely and without cause during any ownership transition. See “Potential Payments upon Termination or Change ofin Control-Executive Change ofin Control Agreements” below for additional detail.
Insider Trading and Hedging
With respect to the Company'sCompany’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, our Insider Trading Policy includes our policy on hedging and pledging, which is described in "Corporate“Corporate Governance - Hedging and Pledging."”
Clawback Policy
Beginning with Fiscal 2012Our incentive compensation programs the Committee has includedinclude “clawback” provisions for each of the Officers Incentive Compensation Plan and Long-Term Incentive Program 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. On May 21, 2019, the Committee approved and implemented theIn addition, our Executive Officer Incentive Compensation Recovery Policy (the "Clawback Policy"“Clawback Policy”), which provides for the recovery of incentive compensation from executive officers in certain circumstances. The Clawback Policy provides that the Company will require forfeiture or recovery of all or a portion of any incentive-based compensation awarded to an executive officer after the effective date of the policy in the event of certain financial restatements or certain misconduct.
Tax Considerations
Deductibility of Executive Compensation
Due to the enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax“Tax Cuts Act"Act”) in December 2017, compensation paid in Fiscal 2019 and later years to our NEOs in excess of $1 million willis not be deductible under Section 162(m) of the Code unless it qualifies for transitional relief applicable to certain binding, written performance-based compensation arrangements that were in place as of November 2, 2017. No assurance can be given that the compensation associated with these awards will qualify for the transitional relief. While our Committee is mindful of the benefit to us of the deductibility, it believes that we should maintain flexibility in compensating our executive officers in a manner that best promotes our corporate objectives. | | | | Proxy Statement for 2020 Annual Meeting | 47 |
TABLE OF CONTENTS Section 409A of the Internal Revenue Code
Section 409A of the Internal Revenue Code deals specifically with non-qualified deferred compensation plans. Although the Company makes no guarantees with respect to exemption from, or compliance with, Section 409A of the Internal Revenue Code, we have designed all of our executive benefit plans and severance arrangements with the intention that they are exempt from, or otherwise comply with, the requirements of Section 409A of the Internal Revenue Code.
Compensation-Related Risk Assessment
Our Committee has analyzed the potential risks arising from our compensation policies and practices, and has determined that there are no such risks that are reasonably likely to have a material adverse effect on us. | 48 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS Human Resources Committee Report The Human Resources Committee of the Board of Directors of Winnebago Industries, Inc. has reviewed and discussed the foregoing Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Annual Report on Form 10-K and this Proxy Statement.
Human Resources Committee:
John M. Murabito, Chair
Sara E. Armbruster
Robert M. Chiusano
Christopher J. Braun
Human Resources Committee Interlocks and Insider Participation
The current members of the Human Resources Committee of the Board of Directors, Ms. Armbruster and Messrs. Murabito, Chiusano and Braun, were not at any time during Fiscal 20192020 or at any other time a Winnebago Industries officer or employee, and no member had any relationship with the Company requiring disclosure under applicable SEC rules. No executive officer has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board of Directors or the Human Resources Committee during Fiscal 2019.
| | | | | | | | ![wgologo.jpg](https://capedge.com/proxy/DEF 14A/0000107687-19-000026/wgologo.jpg) | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS Compensation Tables and Narrative Disclosure
Summary Compensation Table
The following tables set forth compensation information for our NEOs for services rendered in all capacities to Winnebago Industries and its subsidiaries in Fiscal 2020, 2019, 2018, and 2017. Presentation of the reported compensation information for these years has been recast from prior years to conform to the way in which Fiscal 2019 information is reported, consistent with SEC reporting rules. 2018. | | | | | | | | | | | | | | | | | | | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Changes in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | Michael J. Happe(5) | 2019 | 691,346 |
| 11,731 |
| 1,425,000 |
| 475,000 |
| 138,269 |
| — |
| 34,484 |
| 2,775,830 |
| President, CEO | 2018 | 657,692 |
| — |
| 1,242,179 |
| 414,062 |
| 855,658 |
| — |
| 44,082 |
| 3,213,673 |
| | 2017 | 599,038 |
| — |
| 1,004,291 |
| 247,854 |
| 902,152 |
| — |
| 29,843 |
| 2,783,178 |
| Bryan L. Hughes(5) | 2019 | 473,183 |
| 27,746 |
| 380,532 |
| 126,844 |
| 70,997 |
| — |
| 36,084 |
| 1,115,386 |
| Vice President, CFO | 2018 | 457,356 |
| — |
| 371,228 |
| 123,753 |
| 405,277 |
| — |
| 37,446 |
| 1,395,060 |
| | 2017 | 298,846 |
| — |
| 451,886 |
| — |
| 134,497 |
| — |
| 6,370 |
| 891,599 |
| Stacy L. Bogart(5)(6) | 2019 | 423,173 |
| 20,194 |
| 326,813 |
| 108,938 |
| 50,781 |
| — |
| 38,401 |
| 968,300 |
| Vice President, General Counsel and Secretary | 2018 | 271,346 |
| 50,000 |
| 701,153 |
| — |
| 211,813 |
| — |
| 25,248 |
| 1,259,560 |
| Donald J. Clark | 2019 | 400,000 |
| — |
| — |
| — |
| 5,160,931 |
| — |
| — |
| 5,560,931 |
| President, Grand Design | 2018 | 400,000 |
| — |
| — |
| — |
| 4,574,055 |
| — |
| — |
| 4,974,055 |
| Vice President, Winnebago | 2017 | 330,769 |
| — |
| — |
| — |
| 2,700,915 |
| — |
| — |
| 3,031,684 |
| Industries, Inc. | | | | | | | | | | Brian D. Hazelton | 2019 | 477,400 |
| — |
| 393,855 |
| 131,285 |
| 46,546 |
| — |
| 36,535 |
| 1,085,621 |
| Vice President and | 2018 | 472,588 |
| — |
| 365,368 |
| 121,802 |
| 173,054 |
| — |
| 39,945 |
| 1,172,757 |
| General Manager, | 2017 | 558,827 |
| — |
| 551,208 |
| 57,260 |
| 207,298 |
| — |
| 23,089 |
| 1,397,682 |
| Motorhomes | | | | | | | | | |
Michael J. Happe
President, CEO
| | | 2020 | | | 739,423 | | | — | | | 2,634,999 | | | 464,992 | | | 500,000
| | | — | | | 31,354 | | | 4,370,768 | | 2019 | | | 691,346 | | | 11,731 | | | 1,425,000 | | | 475,000 | | | 138,269
| | | — | | | 34,484 | | | 2,775,830 | | 2018 | | | 657,692 | | | — | | | 1,242,179 | | | 414,062 | | | 855,658
| | | — | | | 44,082 | | | 3,213,673 | Bryan L. Hughes
CFO; Senior Vice President, Finance, IT and Strategic Planning
| | | 2020 | | | 469,267 | | | 46,980 | | | 524,786 | | | 83,647 | | | 216,106
| | | — | | | 34,506 | | | 1,375,292 | | 2019 | | | 473,183 | | | 27,746 | | | 380,532 | | | 126,844 | | | 70,997
| | | — | | | 36,084 | | | 1,115,386 | | 2018 | | | 457,356 | | | — | | | 371,228 | | | 123,753 | | | 405,277
| | | — | | | 37,446 | | | 1,395,060 | Stacy L. Bogart(6)
Senior Vice President, General Counsel, Secretary and Corporate Responsibility
| | | 2020 | | | 408,295 | | | 13,080 | | | 437,217 | | | 69,383 | | | 150,420
| | | — | | | 33,866 | | | 1,112,261 | | 2019 | | | 423,173 | | | 20,194 | | | 326,813 | | | 108,938 | | | 50,781
| | | — | | | 38,401 | | | 968,300 | | 2018 | | | 271,346 | | | 50,000 | | | 701,153 | | | — | | | 211,813
| | | — | | | 25,248 | | | 1,259,560 | Donald J. Clark(7)
President, Grand Design
| | | 2020 | | | 400,000 | | | — | | | — | | | — | | | 5,515,397(8) | | | — | | | — | | | 5,915,397 | | 2019 | | | 400,000 | | | — | | | — | | | — | | | 5,160,931
| | | — | | | — | | | 5,560,931 | | 2018 | | | 400,000 | | | — | | | — | | | — | | | 4,574,055
| | | — | | | — | | | 4,974,055 | Brian D. Hazelton
Senior Vice President,
Winnebago-brand RVs
| | | 2020 | | | 452,027 | | | — | | | 459,553 | | | 81,103 | | | 213,449
| | | — | | | 34,815 | | | 1,240,947 | | 2019 | | | 477,400 | | | — | | | 393,855 | | | 131,285 | | | 46,546
| | | — | | | 36,535 | | | 1,085,621 | | 2018 | | | 472,588 | | | — | | | 365,368 | | | 121,802 | | | 173,054
| | | — | | | 39,945 | | | 1,172,757 |
(1)
| Represents actual base salary paid during Fiscal 2020, including the temporary compensation reductions described above under “Impact and Response to COVID-19” in the “Compensation Discussion and Analysis.” |
(1) | | | | Proxy Statement for 2020 Annual Meeting | 51 |
TABLE OF CONTENTS (2)
| The table below illustrates the two categories of stock awards as presented above: |
| | Name | Fiscal Year | Restricted Stock or RSU Grant(a) | LTIP / Performance Shares (b) | Total Stock Awards | | Fiscal
Year | | Restricted Stock or
RSU Grant(a) | | LTIP / Performance
Shares(b) | | Total Stock
Awards | Michael J. Happe | 2019 | $ | 475,000 |
| $ | 950,000 |
| $ | 1,425,000 |
| | | 2020 | | td,084,991 | | td,550,008 | | td,634,999 | | 2018 | 414,075 |
| 828,104 |
| 1,242,179 |
| | | 2017 | 370,937 |
| 633,354 |
| 1,004,291 |
| | Michael J. Happe | | | | 2019 | | 475,000 | | 950,000 | | 1,425,000 | | | 2018 | | 414,075 | | 828,104 | | 1,242,179 | 2019 | 126,844 |
| 253,688 |
| 380,532 |
| | 2020 | | 245,929 | | 278,857 | | 524,786 | | 2018 | 123,742 |
| 247,486 |
| 371,228 |
| | | 2017 | 280,500 |
| 171,386 |
| 451,886 |
| | Bryan L. Hughes | | | | 2019 | | 126,844 | | 253,688 | | 380,532 | | | 2018 | | 123,742 | | 247,486 | | 371,228 | 2019 | 108,938 |
| 217,875 |
| 326,813 |
| | 2020 | | 205,955 | | 231,262 | | 437,217 | | 2018 | 554,500 |
| 146,653 |
| 701,153 |
| | | — | — |
| — |
| — |
| | Stacy L. Bogart(c) | | | | 2019 | | 108,938 | | 217,875 | | 326,813 | | | 2018 | | — | | — | | — | 2019 | — |
| — |
| — |
| | 2020 | | — | | — | | — | | 2018 | — |
| — |
| — |
| | | 2017 | — |
| — |
| — |
| | Donald J. Clark | | | | 2019 | | — | | — | | — | | | 2018 | | — | | — | | — | 2019 | 131,285 |
| 262,570 |
| 393,855 |
| | 2020 | | 189,228 | | 270,325 | | 459,553 | | 2018 | 121,790 |
| 243,578 |
| 365,368 |
| | | 2017 | 292,110 |
| 259,098 |
| 551,208 |
| | Brian D. Hazelton | | | | 2019 | | 131,285 | | 262,570 | | 393,855 | | | 2018 | | 121,790 | | 243,578 | | 365,368 |
| | (a)
| These amounts represent restricted stock and restricted stock units granted pursuant to the 2014 Planeach computed in accordance with Accounting Standards Codification ("ASC"(“ASC”) 718. The grant date fair value of each of the 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. |
| | (b)
| The amounts shown represent the grant date fair value computed in accordance with ASC 718 of the LTIP / performance share awards. The amounts shown for Fiscal 2019-20212020-2022 LTIP represent the values that are based on achievement of 100% of the target performance. Assuming achievement of the maximum 200% of target performance, the value of the Fiscal 2019-20212020-2022 LTIP awards would be: $1,899,971$3,100,016 for Mr. Happe; $507,390$557,714 for Mr. Hughes; $435,748$462,524 for Ms. Bogart; and $525,142$540,650 for Mr. Hazelton. Assumptions used in the calculation of the amounts reported in this column are included in Note 13, 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in our 20192020 Form 10-K. |
(c)
| | (c) | Ms. Bogart joined the Company in January 2018. |
| | (2)(3)
| The amounts shown represent the aggregate grant date fair values of the option grants. Assumptions used in the calculation of the amounts reported in this column are included in Note 13, 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in our 20192020 Form 10-K. |
| | (3)(4)
| These amounts represent actual annual incentive plan award payouts made in cash to NEOs under the 2017, 2018, 2019, and 20192020 OICPs. In the case of Mr. Clark, these amounts do not represent award payouts under such OICPs, but instead represent award payouts under the pre-existing Grand Design Management Incentive Plan that he participates in. Mr. Hughes elected to defer into the Winnebago Industries Inc. Executive Deferral Compensation Plan 25% of his annual incentive plan payout for Fiscal 2019 and Fiscal 2020 and 15% of his annual incentive plan payout for Fiscal 2018. |
| 52 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS (4)(5)
| Amounts reported in this column for Fiscal 20192020 include the following: |
| | Name | Tax and Financial Planning | Car Allowance | Life Insurance Premiums | 401(k) Match | Total All Other Compenstation | | Tax and
Financial
Planning | | Car
Allowance | | Life Insurance
Premiums | | 401(k)
Match | | Total All Other
Compensation | Michael J. Happe | $ | 7,800 |
| $ | 17,800 |
| $ | 634 |
| $ | 8,250 |
| $ | 34,484 |
| | $7,972 | | $17,992 | | $312 | | $5,078 | | $31,354 | Bryan L. Hughes | 7,800 |
| 17,800 |
| 810 |
| 9,674 |
| 36,084 |
| | 7,972 | | 17,992 | | 479 | | 8,063 | | 34,506 | Stacy L. Bogart | 7,800 |
| 17,800 |
| 1,877 |
| 10,924 |
| 38,401 |
| | 7,972 | | 17,992 | | 896 | | 7,006 | | 33,866 | Donald J. Clark | — |
| — |
| — |
| — |
| — |
| | — | | — | | — | | — | | — | Brian D. Hazelton | 7,800 |
| 17,800 |
| 1,020 |
| 9,915 |
| 36,535 |
| | 7,972 | | 17,992 | | 479 | | 8,372 | | 34,815 |
| | (5) | The amounts for Fiscal 2019 represent an incremental payment paid pursuant to the OICP awards as described under "Annual Incentive Plan - Officers' Incentive Compensation Plan (OICP)" in the CD&A. |
| | (6)
| Ms. Bogart received a new hire stock award of 10,000 shares of restricted stock on January 2, 2018 and a pro-rated Fiscal 2018-2020 LTIP award with a target value of 3,303 shares. She also received a sign-on bonus of $50,000 on January 2, 2018. |
(7)
| Under the terms of his amended employment agreement, Mr. Clark’s annual incentive plan payout under the Grand Design Management Incentive Plan paid out 95% in cash and 5% in restricted stock units. Both the cash and restricted stock units are reported under the Non-Equity Incentive Plan Compensation column. |
(8)
| The amount shown here includes $275,770 in restricted stock units awarded for Fiscal 2020 performance pursuant to the Grand Design Management Incentive Plan, as described above under “Elements of Fiscal 2020 Compensation”. |
| | | | Proxy Statement for 2020 Annual Meeting | 53 |
TABLE OF CONTENTS Grants of Plan-Based Awards Table
The following table provides additional information relating to plan-based awards granted to our NEOs in Fiscal 2019.2020. Actual payouts were made to the NEOs under the 20142019 Plan and the Fiscal 2019 OICP andfor both those awards were granted under the Fiscal 2019-20212020 OICP and under the Fiscal 2020-2022 LTIP as discussed under "Compensation“Compensation Discussion and Analysis-Annual Incentive Plan," "Fiscal 2019” “Fiscal 2020 OICP,"” and "Fiscal 2019“Fiscal 2020 Equity Awards,"” respectively, above. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards(1) | | Estimated Future
Payouts Under
Equity Incentive
Plan Awards(2) | | | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3) | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | Exercise
or Base
Price of
Option
Awards
($/Sh) | | Grant Date
Fair Value
of Stock
and Option
Awards(4)
($) | Name | Plan Name | Grant Date(5) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Plan
Name | | Grant
Date(5) | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | Michael J. Happe | 2014 Plan | 10/15/18 | | | 42,831 |
| 31.70 |
| 474,996 |
| | | 2019 Plan | | 12/17/19 | | | | | | | | | | | | | | | | 27,417 | | 47.93 | | 464,992 | | 2014 Plan | 10/15/18 | | 14,984 | | 31.70 |
| 474,993 |
| | | 2019 OICP | | 172,836.5 |
| 691,346 |
| 1,382,692 |
| | | | | | 2019-2021 LTIP | 10/15/18 | | 2,997 |
| 29,968 |
| 59,936 |
| | | | Michael J. Happe | | | | 2019 Plan | | 12/17/19 | | | | | | | | | | | | | | 22,637 | | | | | | 1,084,991 | | | 2020 OICP | | | | 250,000 | | 1,000,000 | | 2,000,000 | | | | | | | | | | | | | | | | | 2020-2022 LTIP | | 12/17/19 | | | | | | | | 8,085 | | 32,339 | | 64,678 | | | | | | | | 1,550,008 | 2014 Plan | 10/15/18 | | | 11,438 |
| 31.70 |
| 126,847 |
| | 2019 Plan | | 12/17/19 | | | | | | | | | | | | | | | | 4,932 | | 47.93 | | 83,647 | | 2014 Plan | 10/15/18 | | 4,001 | | 31.70 |
| 126,832 |
| | | 2019 OICP | | 88,721.75 |
| 354,887 |
| 709,774 |
| | | | | | 2019-2021 LTIP | 10/15/18 | | 800 |
| 8,003 |
| 16,006 |
| | | | Bryan L. Hughes | | | | 2019 Plan(7) | | 12/17/19 | | | | | | | | | | | | | | 5,131 | | | | | | 245,929 | | | 2020 OICP | | | | 93,959.25 | | 375,837 | | 751,674 | | | | | | | | | | | | | | | | | 2020-2022 LTIP | | 12/17/19 | | | | | | | | 1,455 | | 5,818 | | 11,636 | | | | | | | | 278,857 | 2014 Plan | 10/15/18 | | | 9,823 |
| 31.70 |
| 108,937 |
| | 2019 Plan | | 12/17/19 | | | | | | | | | | | | | | | | 4,091 | | 47.93 | | 69,383 | | 2014 Plan | 10/15/18 | | 3,437 | | 31.70 |
| 108,953 |
| | | 2019 OICP | | 63,476 |
| 253,904 |
| 507,808 |
| | | | | | 2019-2021 LTIP | 10/15/18 | | 687 |
| 6,873 |
| 13,746 |
| | | | Stacy L. Bogart | | | | 2019 Plan(8) | | 12/17/19 | | | | | | | | | | | | | | 4,297 | | | | | | 205,955 | | | 2020 OICP | | | | 65,400 | | 261,600 | | 523,200 | | | | | | | | | | | | | | | | | 2020-2022 LTIP | | 12/17/19 | | | | | | | | 1,206 | | 4,825 | | 9,650 | | | | | | | | 231,262 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Brian D. Hazelton | 2014 Plan | 10/15/18 | | | 11,838 |
| 31.70 |
| 131,283 |
| | | 2019 Plan | | 12/17/19 | | | | | | | | | | | | | | | | 4,782 | | 47.93 | | 81,103 | | 2014 Plan | 10/15/18 | | 4,141 | | 31.70 |
| 131,270 |
| | | 2019 OICP | | 77,578 |
| 310,310 |
| 620,620 |
| | | | | | 2019-2021 LTIP | 10/15/18 | | 828 |
| 8,283 |
| 16,566 |
| | | | Brian D. Hazelton | | | | 2019 Plan | | 12/17/19 | | | | | | | | | | | | | | 3,948 | | | | | | 189,228 | | | 2020 OICP | | | | 79,076 | | 316,303 | | 632,606 | | | | | | | | | | | | | | | | | 2020-2022 LTIP | | 12/17/19 | | | | | | | | 1,410 | | 5,640 | | 11,280 | | | | | | | | 270,325 |
| | (1)
| Fiscal 20192020 OICP targets annual performance against goals established by the Committee. Awards under the Fiscal 20192020 OICP are payable in cash. The Threshold, Target and Maximum amounts presented above represent amounts that could have been earned by our NEOs for Fiscal 20192020 under the Fiscal 20192020 OICP. |
| | (2)
| Fiscal 2019-20212020-2022 LTIP refers to our performance shares. For each of the NEOs except for Mr. Clark, the Threshold, Target and Maximum amounts under the Fiscal 2019-20212020-2022 LTIP represent potential performance share amounts that are measured over a three-year performance period from August 26, 2018September 1, 2019 through August 28, 2021.2022. |
| | (3)
| Consists of restricted stock units that vest one-third each year on the anniversary of the grant date. |
| | (4)
| The grant date fair value per share of the restricted stock was $31.70.$47.93. The Black-Scholes grant date fair value per option award was $11.09.$16.96. |
(5)
| | (5) | The Human ResourceResources Committee approved the Fiscal 20192020 OICP and Fiscal 2019-20212020-2022 LTIP performance share award on October 15, 2018,December 17, 2019, effective as of the beginning of Fiscal 2019.2020. |
| | (6)
| Mr. Clark is not eligible to participate in the Fiscal 20192020 OICP or Fiscal 2019-20212020-2022 LTIP performance share award,award; however he remains eligible to participate in the pre-existing Grand Design Management Incentive Plan. |
(7)
| Includes 4,073 restricted stock units ($195,229 grant date fair value) for Fiscal 2020 long-term incentives and an additional 1,058 restricted stock units ($50,700 grant date fair value) in recognition of efforts contributing to the Company’s acquisition of Newmar. |
| 54 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS (8)
| Includes 3,378 restricted stock units ($161,905 grant date fair value) for Fiscal 2020 long-term incentives and an additional 919 restricted stock units ($44,050 grant date fair value) in recognition of efforts contributing to the Company’s acquisition of Newmar. |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Executive Employment Arrangements
None of the current NEOs has an employment agreement except for Mr. Happe and Mr. Clark as previously discussed. However, all NEOs are party to an Executive Change ofin Control Agreement that provides the executive with two-year (or three-year, in the case of Mr. Happe) severance benefits in the event he or she ceased to be employed by the Company within two years of a “Change ofin Control,” as defined in the agreement. Discussion of the payouts provided for under various termination situations as well as the December 2018 revisions to these agreements is set forth in the section “Potential Payments upon Termination or Change ofin Control” below. Base Salary
In general, the Committee annually reviews and adjusts base pay, in keeping with the overall objectives, pay philosophy and relative position with comparable companies, as discussed in more detail in the “Compensation Discussion and Analysis-BaseAnalysis - Fiscal 2020 NEO Compensation Decisions - Base Salary” above. Stock Awards
Grants of restricted stock units and stock options, the ASC 718 grant date fair value of which is disclosed in the Summary Compensation Table,begin vesting annually in increments of one-third beginning one year from the date of grant for restricted stock unit and stock option grants. Restricted stock unit grants and stock option awards are subject to earlier vesting in the event of a Change ofin Control or certain termination of employment scenarios, as set forth in the section “Potential Payments upon Termination or Change ofin Control” below. Annual Incentive Plan
In addition to base salary, each NEO (other than Mr. Clark, who is eligible for a bonus as described in the "Compensation Discussion and Analysis - Elements of Fiscal 2020 Compensation") is eligible to receive, subject to the Company's achievement of certain financial performance metrics and the NEO's achievement of certain individual goals, a target annual incentive cash award equal to a percentage of his or her annual base salary, which is discussed in the “Compensation Discussion and AnalysisAnalysis” under “Annual Incentive Plan - AnnualOfficers’ Incentive Plan”Compensation Plan (OICP)” and “Fiscal 2020 OICP” above. Long-Term Incentive Plans
This element of compensation, including payouts made in Fiscal 2017, 2018, 2019, and 2019,2020, is described in the “Compensation Discussion and Analysis - Fiscal 20192020 Equity Awards" above. See “Compensation Discussion and Analysis” for further information regarding the terms of awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table and for discussions regarding officer stock ownership guidelines, incentive compensation awards and allocations between short-term and long-term compensation.
See also “Additional Compensation Policies” above for information regarding officer stock ownership guidelines. | | | | | | | ![wgologo.jpg](https://capedge.com/proxy/DEF 14A/0000107687-19-000026/wgologo.jpg) | Proxy Statement for 2020 Annual Meeting | 55 |
TABLE OF CONTENTS Outstanding Equity Awards at Fiscal Year-End Table
The following table provides information regarding the outstanding equity awards held by each of the NEOs as of August 31, 2019:29, 2020: Michael J. Happe | | | 10,000 | | | —(1) | | | 16.67 | | | 01/18/26 | | | | | | | | | | | | | | 13,300 | | | —(2) | | | 27.89 | | | 10/11/26 | | | | | | | | | | | | | | | | 17,000 | | | —(3) | | | 35.50 | | | 12/13/26 | | | | | | | | | | | | | | | | 18,676 | | | 9,339(4) | | | 44.40 | | | 10/18/27 | | | | | | | | | | | | | | | | 14,275 | | | 28,556(6) | | | 31.70 | | | 10/15/28 | | | | | | | | | | | | | | | | — | | | 27,417(7) | | | 47.93 | | | 12/17/29 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,651(8) | | | 1,089,405 | | | | | | | | | | | | | | | | | | | | | | 29,968(9) | | | 1,750,431 | | | | | | | | | | | | | | | | | | | | | | 32,339(10) | | | 1,888,921 | | | | | | | | | | | | | | | | 3,109(4) | | | 181,597 | | | | | | | | | | | | | | | | | | | | | | 9,990(6) | | | 583,516 | | | | | | | | | | | | | | | | | | | | | | 22,637(7) | | | 1,322,227 | | | | | | | Bryan L. Hughes | | | 5,581 | | | 2,972(4) | | | 44.40 | | | 10/18/27 | | | | | | | | | | | | | | | | 3,812 | | | 7,626(6) | | | 31.70 | | | 10/15/28 | | | | | | | | | | | | | | | | — | | | 4,932(7) | | | 47.93 | | | 12/17/29 | | | | | | | | | | | | | | | | | ��� | | | | | | | | | | | | | | | | | 5,574(8) | | | 325,577 | | | | | | | | | | | | | | | | | | | | | | 8,003(9) | | | 467,455 | | | | | | | | | | | | | | | | | | | | | | 5,818(10) | | | 339,829 | | | | | | | | | | | | | | | | 930(4) | | | 54,321 | | | | | | | | | | | | | | | | | | | | | | 2,668(6) | | | 155,838 | | | | | | | | | | | | | | | | | | | | | | 5,131(7) | | | 299,702 | | | | | | | Stacy L. Bogart | | | 3,274 | | | 6,549(6) | | | 31.70 | | | 10/15/28 | | | | | | | | | | | | | | | | — | | | 4,091(7) | | | 47.93 | | | 12/17/29 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,303(8) | | | 192,928 | | | | | | | | | | | | | | | | | | | | | | 6,873(9) | | | 401,452 | | | | | | | | | | | | | | | | | | | | | | 4,825(10) | | | 281,828 | | | | | | | | | | | | | | | | 3,334(5) | | | 194,739 | | | | | | | | | | | | | | | | | | | | | | 2,292(6) | | | 133,876 | | | | | | | | | | | | | | | | | | | | | | 4,297(7) | | | 250,988 | | | | | | | Donald J. Clark | | | — | | | —
| | | — | | | — | | | — | | | — | | | —
| | | — | Brian D. Hazelton | | | 7,000 | | | —(2) | | | 27.89 | | | 10/11/26 | | | | | | | | | | | | | | | | 5,493 | | | 2,748(4) | | | 44.40 | | | 10/18/27 | | | | | | | | | | | | | | | | 3,945 | | | 7,893(6) | | | 31.70 | | | 10/15/28 | | | | | | | | | | | | | | | | — | | | 4,782(7) | | | 47.93 | | | 12/17/29 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,486(8) | | | 320,437 | | | | | | | | | | | | | | | | | | | | | | 8,283(9) | | | 483,810 | | | | | | | | | | | | | | | | | | | | | | 5,640(10) | | | 329,432 | | | | | | | | | | | | | | | | 915(4) | | | 53,445 | | | | | | | | | | | | | | | | | | | | | | 2,760(6) | | | 161,212 | | | | | | | | | | | | | | | | | | | | | | 3,948(7) | | | 230,603 | | | | | | |
| 56 | | | | | Proxy Statement for 2020 Annual Meeting |
| | | | | | | | | | | | | | | | | | | | | Name | Option Awards | Stock Awards | LTIP / Performance Shares | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(11) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(12) ($) | Michael J. Happe | 8,866 |
| 4,434 |
| (1) | 27.89 |
| 10/11/26 |
| | | | | | | | 10,000 |
| — |
| (2) | 16.67 |
| 01/18/26 |
| | | | | | | | 11,333 |
| 5,667 |
| (3) | 35.50 |
| 12/13/26 |
| | | | | | | | 9,338 |
| 18,677 |
| (4) | 44.40 |
| 10/18/27 |
| | | | | | | | — |
| 42,831 |
| (5) | 31.70 |
| 10/15/28 |
| | | | | | | | | | | | | | | | 22,709 |
| (8) | 727,142 |
| | | | | | | | | | 18,651 |
| (9) | 597,205 |
| | | | | | | | | | 29,968 |
| (10) | 959,575 |
| | | | | | | 4,434 |
| (1) | 141,977 |
| | | | | | | | | | 6,218 |
| (4) | 199,100 |
| | | | | | | | | | 14,984 |
| (5) | 479,788 |
| | | | Bryan L. Hughes | 2,790 |
| 5,583 |
| (4) | 44.40 |
| 10/18/27 |
| | | | | | | | — |
| 11,438 |
| (5) | 31.70 |
| 10/15/28 |
| | | | | | | | | | | | | | | | 6,110 |
| (8) | 195,642 |
| | | | | | | | | | 5,574 |
| (9) | 178,479 |
| | | | | | | | | | 8,003 |
| (10) | 256,256 |
| | | | | | | 3,334 |
| (6) | 106,755 |
| | | | | | | | | | 1,859 |
| (4) | 59,525 |
| | | | | | | | | | 4,001 |
| (5) | 128,112 |
| | | | Stacy L. Bogart | — |
| 9,823 |
| (5) | 31.70 |
| 10/15/28 |
| | | | | | | | | | | | | | | | 3,303 |
| (9) | 105,762 |
| | | | | | | | | | 6,873 |
| (10) | 220,073 |
| | | | | | | 6,667 |
| (7) | 213,477 |
| | | | | | | | | | 3,437 |
| (5) | 110,053 |
| | | | Donald J. Clark | — |
| — |
| | — |
| — |
| — |
| | — |
| — |
| | — |
| Brian D. Hazelton | 4,666 |
| 2,334 |
| (1) | 27.89 |
| 10/11/26 |
| | | | | | | | 2,746 |
| 5,493 |
| (4) | 44.40 |
| 10/18/27 |
| | | | | | | | — |
| 11,838 |
| (5) | 31.70 |
| 10/15/28 |
| | | | | | | | | | | | | | | | 9,290 |
| (8) | 297,466 |
| | | | | | | | | | 5,486 |
| (9) | 175,662 |
| | | | | | | | | | 8,283 |
| (10) | 265,222 |
| | | | | | | 2,334 |
| (1) | 74,735 |
| | | | | | | | | | 1,829 |
| (4) | 58,565 |
| | | | | | | | | | 4,141 |
| (5) | 132,595 |
| | | |
TABLE OF CONTENTS
| | (1)
| Represents awardstock option granted on October 11,January 18, 2016 as an annual stocka new hire grant under the Company's 2014 Omnibus Equity, Performance Award and Incentive Compensation Plan (the "2014 Plan"), which vestsvested with respect to 33% of the shares covered by the awardoption on each of the first three anniversaries of the grant date. |
| | (2)
| Represents stock option granted on January 18,October 11, 2016 as a new hirean annual grant under the 2014 Plan, which vested with respect to 33% of the shares covered by the option on each of the first three anniversaries of the grant date. |
| | (3)
| Represents award granted on December 13, 2016 as a grant for the purchase of Grand Design RV, LLC under the 2014 Plan, which will vestvested with respect to 33% of the shares covered by the option on each of the first three anniversaries of the grant date. |
| | (4)
| Represents award granted on October 18, 2017 as an annual stock or option grant under the 2014 Plan, which will vest with respect to 33% of the shares covered by the stock or option grant on each of the first three anniversaries of the grant date. |
| | (5) | Represents award granted on October 15, 2018 as an annual stock grant under the 2014 Plan, which will vest with respect to 33% of the shares covered by the option on each of the first three anniversaries of the grant date. |
| | (6) | Represents award granted on May 15, 2017 as a new hire grant under the 2014 Plan, which vests with respect to 33% of the shares on the first three anniversaries of the grant date. |
| | (7) | Represents stock granted on January 2, 2018 as a new hire grant under the 2014 Plan, which will vest with respect to 33% of the shares covered by the stock award on each of the first anniversarythree anniversaries of the date of grant. |
| | (8)(6)
| Represents FY17-19 LTIP at target,award granted on October 15, 2018 as an annual stock or option grant under the 2014 Plan, forwhich will vest with respect to 33% of the three-year performance period beginning August 28, 2016 ending August 31 2019. Settled shares subject to one year holding period.on the first three anniversaries of the date of grant. |
(7)
| Represents award granted on December 17, 2019 as an annual stock or option grant under the 2019 Plan, which will vest with respect to 33% of the shares on the first three anniversaries of the date of grant. |
(9)(8)
| Represents FY18-20 LTIP at target, under the 2014 Plan for the three-year performance period beginning August 27, 2017 and ending August 30, 2020. Settled shares subject to one year holding period. |
| | (10)(9)
| Represents FY19-21 LTIP at target, under the 2014 Plan for the three-year performance period beginning August 26, 2018 and ending August 28, 2021. Settled shares subject to one year holding period. |
(10)
| Represents FY20-22 LTIP at target, under the 2019 Plan for the three-year performance period beginning September 1, 2019 and ending August 28, 2022. Settled shares subject to one year holding period. |
(11)
| Represents the value of unvested stock as of August 31, 201929, 2020 based on a closing stock price of $32.02$58.41 |
| | (12)
| Represents the value of unearned LTIPperformance share awards at target as of August 31, 201929, 2020 based on a stock price of $32.02.$58.41. |
Option Exercises and Stock Vested Table The following table provides the amounts received before payroll withholding taxes upon the exercise of options or similar instruments or the vesting of stock or similar instruments during Fiscal 2019. 2020. | | | Option Awards | | Stock Awards | | | Option Awards | | Stock Awards | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Number of
Shares Acquired
on Exercise
(#) | | Value Realized
on Exercise
($) | | Number of
Shares Acquired
on Vesting
(#) | | Value Realized
on Vesting
($)(1) | Michael J. Happe | — |
| — |
| | 33,564 |
| 1,047,373 |
| | — | | — | | 35,246 | | 1,349,133 | Bryan L. Hughes | — |
| — |
| | 4,261 |
| 142,612 |
| | — | | — | | 11,706 | | 489,061 | Stacy L. Bogart | — |
| — |
| | 3,333 |
| 83,125 |
| | — | | — | | 4,478 | | 222,343 | Donald J. Clark | — |
| — |
| | — |
| — |
| | — | | — | | — | | — | Brian D. Hazelton | — |
| — |
| | 4,581 |
| 140,934 |
| | — | | — | | 13,919 | | 530,366 |
| | (1)
| Valued at the closing market price of the Company's Common Stock of $30.56$37.33 (October 9, 2019), $38.52 (October 11, 2018)2019), $31.70$40.49 (October 15, 2018)2019), $29.12$41.30 (October 18, 2018), $24.94 (January 1, 2019), $30.68$52.80 (January 18, 2019)2, 2020), $34.68$50.58 (May 15, 2019), $32.25 (August 29, 2019)2020) as quoted on the NYSE on the vesting dates respectively.dates. |
| | | | Proxy Statement for 2020 Annual Meeting | 57 |
TABLE OF CONTENTS Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
The following table summarizes non-qualified deferred compensation by NEO'sNEOs during Fiscal 2019. | | | | | | | | | | | | | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance in Last FYE ($) (1) | Bryan L. Hughes | 24,680 |
| (2) | — |
| 5,304 |
| — |
| 90,776 |
|
2020.(1)Bryan L. Hughes | | | 54,027(2) | | | — | | | 9,075 | | | — | | | 153,231 |
(1)
| Balance includes (i) $60,792 of Mr. Hughes deferred 15% of hisHughes’ annual incentive payout for Fiscal 2018 annual incentive plan payout into his deferred compensation account, totaling $60,792, whichthat was previously reported as compensation to Mr. Hughes in the SummaryNon-Equity Incentive Plan Compensation Tablecolumn, and (ii) $24,681 of Mr. Hughes’ annual incentive payout for Fiscal 2018.2019 that was previously reported in the Non-Equity Incentive Plan Compensation column. |
| | (2)
| Represents 25% of Mr. Hughes' annual incentive plan payout for Fiscal 2019,2020, which amount is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |
Pursuant to the Company's Executive Deferred Compensation Plan (the "Deferred“Deferred Compensation Plan"Plan”), certain senior management and highly compensated employees may elect to defer up to 50% of their base salary and up to 100% of their annual cash bonus on a pre-tax basis. Each participant's account is credited with earnings (or, in the case of losses, deducted) on a tax-deferred basis. This deferral is separate, and in addition to, any contributions made into the Company's 401(k) Plan.
Potential Payments upon Termination or Change in Control
Executive Change in Control Agreements
OnIn October 15, 2018, the Committee approved new executive change in control agreements for certain executive officers including our NEOs (excluding Mr. Clark), in order to align the Company's practices with market standard practices among the Company's peers. These agreements became effective in November and December of 2018. Due to the unique nature of Mr. Clark's employment and compensation arrangements with the Company initially entered into in connection with the Grand Design acquisition, Mr. Clark's executive change in control agreement was entered into effective as of September 1, 2019 in connection with his amended and restated employment agreement. We collectively refer to these executive change in control agreements herein as the "Agreements”.
The purpose of the Agreements is to reinforce and encourage executives to remain with the Company, to maintain objectivity and a high level of attention to their duties without distraction from the possibility of a change in control of the Company. The Agreements provide that in the event of a “Change in Control” of the Company, as that term is defined in the Agreements, each such executive (provided such Change in Control occurs when the executive is in the employ of the Company) would receive, in the event he or she ceases to be employed by the Company within two years following a Change in Control of the Company (for a reason other than death, disability, termination for cause or, under certain circumstances, a voluntary termination of employment by the executive), a lump-sum equal to two (or three, in the case of Mr. Happe) times the annual salary and target annual incentives (as well as annual COBRA premium cost). In the case of Mr. Clark, the total severance benefit would be capped at $3,000,000. This multiple was arrived at by the Committee after an analysis of certain Compensation Peers' change in control agreements at the time these agreements were initially developed. | 58 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS Under the Agreements, a “Change in Control” generally refers to the acquisition by a person or group of beneficial ownership of 30% or more of the combined voting power of the Company'sCompany’s voting securities, the Company's continuing directors ceasing to constitute a majority of its Board of Directors, or the consummation of a corporate transaction as defined below (unless immediately following such corporate transaction all or substantially all of the Company'sCompany’s previous holders of voting securities beneficially own 50% or more of the combined voting power of the resulting entity in substantially the same proportions). A "corporate transaction"“corporate transaction” generally means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a merger, consolidation, share exchange or similar transaction involving the Company. The Agreements also include a “net best” provision providing that the amount of any severance payments and benefits that the NEO otherwise would be entitled to receive would be reduced to the extent necessary to avoid the excise tax under the Internal Revenue Code, but only if such reduction would result in the executive retaining a greater amount of such payments and benefits on an after-tax basis than had no reduction been made. The calculations in the table below do not reflect any reduction that may apply as a result of this provision.
Annual Incentive Plan Payments A participant must be employed by the Company as of the bonus payment date to be eligible for annual incentive payments, except for a Change in Control as described below or as otherwise determined by the Committee in its discretion upon retirement, disability and death.
In the event of a “Change in Control” (as defined in the applicable Officers Incentive Compensation Plan), participants are entitled to receive payouts of awards within 15 days of the effective date of the Change in Control. For Fiscal 2019, theControl in an amount equal to be paid upon the occurrence of a Change in Control shall be the target amount or, in the Committee's discretion, the actual level of performance (if determinable), or in the case of awards beginning in Fiscal 2020, the greater of the actual level of performance (if determinable) and target. Prior to Fiscal 2019, such payment upon a Change in Control was not dependent upon termination oftarget if the participant's employment and beginning in Fiscal 2019, payment is dependent upon termination of employment ifterminated and the award is not assumed by the successor or is otherwise discontinued. A participant must be employed by the Company at the end of the fiscal year, or in the case of awards made beginning in Fiscal 2020, as of the bonus payment date, to be eligible for annual incentive payments, except for a Change in Control as described above or as otherwise determined by the Committee in its discretion upon retirement, disability and death.
2014 and 2019 Incentive Compensation Plan Payments
Long-Term Incentive Plan Payments
In the event of a “Change in Control” (as defined in the applicable Plan or award agreement) participants are entitled to receive awards within 15 days of the effective date of the Change in Control. Prior to plan year Fiscal 2019, the amount to be paid was based on the Committee's estimate of our financial performance through the end of the applicable Long-Term Incentive Plan three-year performance period in which such Change in Control occurs, or in the case of plan years beginning in Fiscal 2019 and later, the amount paid will beis the pro rata portion of the greater of the actual level of performance (if determinable) or target. Prior to plan year Fiscal 2019, such payment iswas not dependent upon termination of employment, and beginning witheffective as of plan year Fiscal 2019, payment will beis dependent upon participant's termination of employment if the award is not assumed by the successor or is otherwise discontinued. A participant must be employed by the Company at the end of the three-year fiscal period to be eligible for any long-term incentive award, except in cases of: death and termination due to disability (which each would result in a payment at target or, in the discretion of the Committee, based on actual results), or a Change in Control as described above or as waived by the Committee.
| | | | Proxy Statement for 2020 Annual Meeting | 59 |
TABLE OF CONTENTS Restricted Stockand Restricted Stock Units
Pursuant to award agreements entered into by each NEO other than Mr. Clark, unvested awards of restricted stock or restricted stock units will immediately vest to NEOs under the following circumstances:
if the NEO's termination of employment is due to his or her death or disability (as defined in the applicable Plan) and, in the case of the Fiscal 2017 and 2018 restricted stock awards only, occurs after at least five consecutive years of employment with the Company, any unvested awards of restricted stock immediately vest .
In addition, any restricted shares awarded prior to Fiscal 2019 that are not vested under the 2014 Plan will vest upon a “Change in Control” (as defined in the 2014 Plan) of the Company, while restricted stock units awarded beginning in Fiscal 2019 that are not vested under the 2014 Plan or the 2019 Plan, as applicable, will vest upon the occurrence of a participant's termination following a "Change in Control" (as defined in the applicable Plan or award agreement) if the award is not assumed by the successor or is otherwise discontinued. In all other circumstances, in the event that a NEO ceases to be employed by the Company or any
subsidiary, any unvested awards held by such grantee will terminate and thereafter be null and void.
Stock Options
Pursuant to the stock option agreements entered into by certain of our NEOs prior to Fiscal 2019, unvested options will vest upon a “Change in Control” (as defined in the 2014 Plan) of the Company, while in the case of unvested options awarded beginning in Fiscal 2019 under the 2014 Plan or 2019 Plan, as applicable, vesting will occuroccurs after a participant's termination following a "Change in Control" (as defined in the applicable award agreement or 2019 Plan) if the award is not assumed by the successor or is otherwise discontinued. In the event that a NEO ceases to be employed by the Company, stock options held by such NEO will vest as follows:
if the NEO's termination of employment is due to his or her disability, and, in the case of the Fiscal 2017 and 2018 option awards only, occurs after at least five consecutive years of employment with the Company, the stock options become vested in full and immediately exercisable for a period of ten years after any stock option grant date for non-qualified stock options (or in the case of options granted beginning in Fiscal 2019 or after, for a period of one year after termination); and if the NEO's termination of employment is due to his or her death, and, in the case of the Fiscal 2017 and 2018 option awards only, occurs after at least five consecutive years of employment with the Company, the options shall become vested in full and immediately exercisable by the NEO's estate or legal representative for a period of ten years after any stock option grant date for non-qualified stock options (or in the case of options granted beginning Fiscal 2019 or thereafter, for a period of one year after death).
In the event that a NEO ceases to be employed by the Company other than because of a Change in Control, disability or death, or, in the case of the Fiscal 2017 and Fiscal 2018 option awards only, if disability or death occurs before the NEO has completed five consecutive years of employment with the Company, any outstanding stock options held by the NEO which have not vested as of the date of termination of employment will terminate.
| 60 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS Estimated Change in Control or Termination Payments and Benefits at the End of Fiscal 2019 2020
The following table reflects the payments and benefits payable to each of the NEOs in the event of a termination of the executive's employment under several different circumstances. The amounts shown assume that termination was effective as of August 31, 2019,29, 2020, at the executive's compensation and service levels as of that date, and are estimates of the amounts that would be payable to the NEOs in each scenario. The amounts do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on a non-discriminatory basis to employees upon a termination of employment. The actual amounts to be paid out can only be determined at the time of an executive's actual separation from the Company. Factors that could affect the nature and the amounts paid on termination of employment, among others, include the timing of event, compensation level, the market price of the Company's Common Stock and the executive's age. | | | | | | | | | | | | | | Name | Severance(1) ($) | Annual or Management Incentive Plan(2) ($) | LTIP / Performance Shares(3) ($) | Restricted Stock-Unvested and Accelerated(4) ($) | Stock Options-Unvested and Accelerated(5) ($) | Total Benefits ($) | Michael J. Happe | | | | | | | Retirement(6) or Voluntary Separation | — |
| — |
| — |
| — |
| — |
| — |
| Involuntary Termination for Cause | — |
| — |
| — |
| — |
| — |
| — |
| Change of Control:(7) | | | | | | | Without Termination | — |
| — |
| 2,283,923 |
| 820,865 |
| 190,117 |
| 3,294,905 |
| Termination Without Cause/Good Reason | 4,252,330 |
| 150,000 |
| 2,283,923 |
| 820,865 |
| 190,117 |
| 7,697,235 |
| Death | — |
| 150,000 |
| 2,283,923 |
| 820,865 |
| 190,117 |
| 3,444,905 |
| Disability | — |
| 150,000 |
| 2,283,923 |
| 820,865 |
| 190,117 |
| 3,444,905 |
| Bryan L. Hughes | | | | | | | Retirement(6) or Voluntary Separation | — |
| — |
| — |
| — |
| — |
| — |
| Involuntary Termination for Cause | — |
| — |
| — |
| — |
| — |
| — |
| Change of Control:(7) | | | | | | | Without Termination | — |
| — |
| 630,378 |
| 294,392 |
| 3,660 |
| 928,430 |
| Termination Without Cause/Good Reason | 1,750,463 |
| 98,723 |
| 630,378 |
| 294,392 |
| 3,660 |
| 2,777,616 |
| Death | — |
| 98,723 |
| 630,378 |
| 294,392 |
| 3,660 |
| 1,027,153 |
| Disability | — |
| 98,723 |
| 630,378 |
| 294,392 |
| 3,660 |
| 1,027,153 |
| Stacy L. Bogart | | | | | | | Retirement(6) or Voluntary Separation | — |
| — |
| — |
| — |
| — |
| — |
| Involuntary Termination for Cause | — |
| — |
| — |
| — |
| — |
| — |
|
Michael J. Happe
| | | | | | | | | | | | | | | | | | | Retirement (6) or Voluntary Separation | | | — | | | — | | | — | | | — | | | — | | | — | Involuntary Termination for Cause | | | — | | | — | | | — | | | — | | | — | | | — | Involuntary Termination without Cause or Voluntary Termination for Good Reason | | | 1, 417,967 | | | — | | | — | | | — | | | — | | | 1, 417,967 | Change in Control: (7)
| | | | | | | | | | | | | | | | | | | Without Termination | | | — | | | — | | | 555,635 | | | 765,113 | | | 893,570 | | | 2,214,318 | Termination Without Cause/Good Reason | | | 5,753,900 | | | 500,000 | | | 3,055,629 | | | 2,087,340 | | | 1,180,900 | | | 12,577,769 | Death | | | — | | | — | | | 3,055,629 | | | 2,087,340 | | | 1,180,900 | | | 6, 323,869 | Disability | | | — | | | — | | | 3,055,629 | | | 2,087,340 | | | 1,180,900 | | | 6, 323,869 | Bryan L. Hughes
| | | | | | | | | | | | | | | | | | | Retirement (6) or Voluntary Separation | | | — | | | — | | | — | | | — | | | — | | | — | Involuntary Termination for Cause | | | — | | | — | | | — | | | — | | | — | | | — | Involuntary Termination without Cause or Voluntary Termination for Good Reason | | | — | | | — | | | — | | | — | | | — | | | — | Change in Control: (7)
| | | | | | | | | | | | | | | | | | | Without Termination | | | — | | | — | | | 166,031 | | | 210,159 | | | 242,806 | | | 618,996 | Termination Without Cause/Good Reason | | | 1, 810,866 | | | 263,086 | | | 698,583 | | | 509,861 | | | 294,494 | | | 3,576,890 | Death | | | — | | | — | | | 698,583 | | | 509,861 | | | 294,494 | | | 1, 502,938 | Disability | | | — | | | — | | | 698,583 | | | 509,861 | | | 294,494 | | | 1, 502,938 |
| | | | | | | ![wgologo.jpg](https://capedge.com/proxy/DEF 14A/0000107687-19-000026/wgologo.jpg) | Proxy Statement for 2020 Annual Meeting | 61 |
| | | | | | | | | | | | | | Name | Severance(1) ($) | Annual or Management Incentive Plan(2) ($) | LTIP / Performance Shares(3) ($) | Restricted Stock-Unvested and Accelerated(4) ($) | Stock Options-Unvested and Accelerated(5) ($) | Total Benefits ($) | Change of Control:(7) | | | | | | | Without Termination | — |
| — |
| 325,632 |
| 323,530 |
| 3,143 |
| 652,305 |
| Termination Without Cause/Good Reason | 1,368,000 |
| 70,975 |
| 325,632 |
| 323,530 |
| 3,143 |
| 2,091,280 |
| Death | — |
| 70,975 |
| 325,632 |
| 323,530 |
| 3,143 |
| 723,280 |
| Disability | — |
| 70,975 |
| 325,632 |
| 323,530 |
| 3,143 |
| 723,280 |
| Donald J. Clark | | | | | | | Retirement(6) or Voluntary Separation | — |
| — |
| — |
| — |
| — |
| — |
| Involuntary Termination for Cause | — |
| — |
| — |
| — |
| — |
| — |
| Change of Control:(7) | | | | | | — |
| Without Termination | — |
| — |
| — |
| — |
| — |
| — |
| Termination Without Cause/Good Reason | 3,000,000 |
| — |
| — |
| — |
| — |
| 3,000,000 |
| Death | — |
| 5,560,931 |
| — |
| — |
| — |
| 5,560,931 |
| Disability | — |
| 5,560,931 |
| — |
| — |
| — |
| 5,560,931 |
| Brian D. Hazelton | | | | | | | Retirement(6) or Voluntary Separation | — |
| — |
| — |
| — |
| — |
| — |
| Involuntary Termination for Cause | — |
| | — |
| — |
| — |
| — |
| Change of Control:(7) | | | | | | | Without Termination | — |
| — |
| 738,349 |
| 265,894 |
| 19,271 |
| 1,023,514 |
| Termination Without Cause/Good Reason | 1,610,307 |
| 46,546 |
| 738,349 |
| 265,894 |
| 19,271 |
| 2,680,367 |
| Death | — |
| 46,546 |
| 738,349 |
| 265,894 |
| 19,271 |
| 1,070,060 |
| Disability | — |
| 46,546 |
| 738,349 |
| 265,894 |
| 19,271 |
| 1,070,060 |
|
TABLE OF CONTENTS Stacy L. Bogart
| | | | | | | | | | | | | | | | | | | Retirement(6) or Voluntary Separation | | | — | | | — | | | — | | | — | | | — | | | — | Involuntary Termination for Cause | | | — | | | — | | | — | | | — | | | — | | | — | Involuntary Termination without Cause or Voluntary Termination for Good Reason | | | — | | | — | | | — | | | — | | | — | | | — | Change in Control:(7)
| | | | | | | | | | | | | | | | | | | Without Termination | | | — | | | — | | | 98,409 | | | 328,615 | | | 174,924 | | | 601,948 | Termination Without Cause/Good Reason | | | 1,368,000 | | | 163,500 | | | 547,545 | | | 579,602 | | | 217,797 | | | 2,876,444 | Death | | | — | | | — | | | 547,545 | | | 579,602 | | | 217,797 | | | 1,344,944 | Disability | | | �� | | | — | | | 547,545 | | | 579,602 | | | 217,797 | | | 1,344,944 | Donald J. Clark
| | | | | | | | | | | | | | | | | | | Retirement(6) or Voluntary Separation | | | — | | | — | | | — | | | — | | | — | | | — | Involuntary Termination for Cause | | | — | | | — | | | — | | | — | | | — | | | — | Involuntary Termination without Cause or Voluntary Termination for Good Reason | | | 5,639,627 | | | — | | | — | | | — | | | — | | | 5,639,627 | Change in Control:(7)
| | | — | | | | | | | | | | | | | | | | Without Termination | | | — | | | — | | | — | | | — | | | — | | | — | Termination Without Cause/Good Reason | | | 3,000,000 | | | — | | | — | | | — | | | — | | | 3,000,000 | Death | | | — | | | — | | | — | | | — | | | — | | | — | Disability | | | — | | | — | | | — | | | — | | | — | | | — | Brian D. Hazelton
| | | | | | | | | | | | | | | | | | | Retirement(6) or Voluntary Separation | | | — | | | — | | | — | | | — | | | — | | | — | Involuntary Termination for Cause | | | — | | | — | | | — | | | — | | | — | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason | | | — | | | — | | | — | | | — | | | — | | | — | Change in Control:(7)
| | | | | | | | | | | | | | | | | | | Without Termination | | | — | | | — | | | 163,416 | | | 214,657 | | | 249,322 | | | 627,395 | Termination Without Cause/Good Reason | | | 1,657,884 | | | 213,449 | | | 696,312 | | | 445,259 | | | 299,437 | | | 3,312,341 | Death | | | — | | | — | | | 696,312 | | | 445,259 | | | 299,437 | | | 1,441,008 | Disability | | | — | | | — | | | 696,312 | | | 445,259 | | | 299,437 | | | 1,441,008 |
(1)
| | (1) | EqualsFor Messrs. Happe and Clark, the “Involuntary Termination Without Cause or Voluntary Termination for Good Reason” before a Change in Control reflects one year of base salary and actual annual incentive payout for Fiscal 2020 and, in the case of Mr. Happe, an amount for COBRA. For all NEO’s, the Change in Control severance equals an amount equal to two times (or three times in the case of our CEO) base salary and target annual incentive (as well as annual COBRA premium cost). In the case of Mr. Clark, the total severance benefit is capped at $3,000,000. |
| | (2)
| Represents the NEOs' actual annual incentive payout pursuant to the 20192020 Officers Incentive Compensation Plan (other than Mr. Clark) or 20192020 Grand Design Management Incentive Plan (Mr. Clark). |
| 62 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS (3)
| Represents the LTIP incentive achieved pursuant to the Fiscal 2017-20192018-2020 LTIP, except by a termination pursuant to a Change ofin Control, which includes the full amount payable under the Fiscal 2017-20192018-2020 LTIP and the target amount estimated to be payable under the Fiscal 2018-20202019-2021 LTIP and the Fiscal 2019-20212020-2022 LTIP. Shares earned under these plans are subject to a one-year holding period post-vesting. |
| | (4)
| Represents the intrinsic value of stock grants based on our closing stock price of $32.02$58.41 per share on August 31, 2019,29, 2020, the last day of Fiscal 2019.2020. |
| | (5)
| Represents the intrinsic value of stock options based on our closing stock price of $32.02$58.41 per share on August 31, 2019,29, 2020, the last day of Fiscal 2019.2020. |
| | (6)
| Retirement under certain of the 2014 Plan award agreements is defined as attaining age 60 and five or more years of service with the Company. Retirement under the 2019 Plan awards does not trigger automatic acceleration of such awards. |
| | (7)
| The term "Change“Change of Control"Control” as used here is the term as defined in the 2014 Plan applicable to all awards granted prior to the Fiscal 2019 equity awards. Beginning with our Fiscal 2019 equity awards, under the 2019 Plan, the definition of Change“Change in Control isControl” was updated to include, among other things, a double trigger mechanism, as described further under "Compensation“Compensation Tables and Narrative Disclosure - Potential Payments upon Termination or Change in Control"Control”. |
| | | | | | | ![wgologo.jpg](https://capedge.com/proxy/DEF 14A/0000107687-19-000026/wgologo.jpg) | Proxy Statement for 2020 Annual Meeting | 63 |
TABLE OF CONTENTS
As a result of rules adopted by the SEC under the Dodd-Frank Act, the SEC requires disclosure of the ratio of the median employee’s annual total compensation to that of the principal executive officer (“PEO”). The Company’s PEO is Mr. Happe, our President and CEO.
As of our measurement date of August 31, 2019,29, 2020, our employee population including all full-time, part-time and temporary workers, consisted of approximately 4,6646,617 individuals, all of whom worked in the United States.
To identify the median employee, as well as determine the annual total compensation of the median employee, we used the following methodology and consistently applied material assumptions, adjustments and estimates. We compared the payroll data for our employee population described above (minus our PEO) using a compensation measure consisting of base pay related wages and incentive pay paid during Fiscal 2019.2020. Base pay related wages includes the amount of base salary the employee received during the year and all other pay elements related to base pay including, but not limited to, holiday pay, paid time off, overtime and shift differentials. We did not includealso included cash bonuses and commissions paid during the fiscal year, but we excluded equity grants orand any adjustments for the value of benefits provided. We annualized the base pay related wages and incentive pay of all full-time and part-time employees who were hired by the Company and its subsidiaries between August 25, 201831, 2019 and August 31, 2019.29, 2020. Based upon base pay related wages and incentive pay of each employee, we identified a median employee and calculated that employee’s annual total compensation. We determined annual total compensation, including any perquisites and other benefits, in the same manner that we determine the annual total compensation of our PEO for purposes of the Summary Compensation Table disclosed above.
This resulted in the median employee’s annual total compensation as shown below.
Annual Total Compensation of Median Employee: $52,881
Annual Total Compensation of PEO (Mr. Happe): $2,775,830
| | | $47,249 | Annual Total Compensation of PEO (Mr. Happe): | | | $ 4,370,768 |
Based on this information for Fiscal 2019,2020, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 5393 to 1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K.
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to our pay ratio reported above.
| | | | | | | | ![wgologo.jpg](https://capedge.com/proxy/DEF 14A/0000107687-19-000026/wgologo.jpg) | Proxy Statement for 2020 Annual Meeting |
Item 2: Approval of Executive Compensation (the "Say on Pay" Vote)
The Dodd-Frank Act requires the Board to provide our shareholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our NEOs as set forth in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. This proposal is also referred to as the "Say on Pay" vote. At the 2017 Annual Meeting, the shareholders determined that the Say on Pay vote would be held annually.
As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, 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 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. The Board believes the compensation of the NEOs outlined in the Proxy Statement is appropriate based upon the performance of the Company.
While the Board of Directors and especially the Human Resources Committee intend to carefully consider the results of the voting on this proposal when making future decisions regarding executive compensation, the vote is not binding on the Company or the Board and is advisory in nature.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING, ON A NON-BINDING, ADVISORY BASIS, FOR APPROVAL OF THE EXECUTIVE COMPENSATION AS OUTLINED IN THE PROXY STATEMENT FOR THE REASONS DISCUSSED ABOVE.
TABLE OF CONTENTS Report of the Audit Committee
The Audit Committee serves as the representative of the Company's Board of Directors for general oversight of the Company's financial accounting and reporting, systems of internal control and audit process, and monitoring compliance with laws, regulations, and standards of business conduct. A copy of the Audit Committee Charter, as last amended as of August 14, 2019, is available on the Corporate Governance portion of the Investor Relations section of our Web Site at http://www.winnebagoind.com and is available in print free of charge to any shareholder who requests it.
Management is responsible for the financial statements and the reporting process, including the system of internal controls.
The Company retained Baker Tilly Virchow Krause, LLP ("Baker Tilly") to act as the Company's internal audit function. In this role, Baker Tilly assisted Management with completing its assessment of the Company's internal controls over financial reporting by testing and reviewing the Company's internal control processes. Deloitte & Touche LLP ("Deloitte"), the Company's independent registered public accountant, is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States and an assessment of the Company's internal controls over financial reporting in accordance with the standards of the United States Public Company Accounting Oversight Board ("PCAOB").
The Audit Committee reviews the Company's financial reporting process on behalf of the Board of Directors. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements to be included in the 2019 Form 10-K with Management and the independent accountants. The Audit Committee hereby reports as follows:
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended August 31, 2019 of Winnebago Industries, Inc. (the “Audited Financial Statements”) with Winnebago Industries, Inc.'s Management.
The Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.
The Audit Committee has received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte's communications with the Audit Committee concerning independence, and has discussed with Deloitte its independence.
Based on the review and discussion referred to in the bullet points above, the Audit Committee recommended to the Board of Directors of Winnebago Industries, Inc. that the Audited Financial Statements be included in Winnebago Industries, Inc.'s 2019 Form 10-K, for filing with the SEC.
| | | The Audit Committee | | Richard D. Moss, Chair | | Maria F. Blase | | William C. Fisher | | David W. Miles | |
The foregoing report of our Audit Committee shall not be deemed to be incorporated by reference in any previous or future documents filed by our Company with the SEC under the Securities Act or the Exchange Act, except to the extent that we incorporate the report by reference in any such document.
Independent Registered Public Accountant's Fees and Services
The following table presents fees for professional audit services rendered by Deloitte for the audit of our annual financial statements for fiscal years ended August 31, 2019 and August 25, 2018, and fees billed for other services rendered by Deloitte during those periods.
| | | | | | | | | | Fiscal 2019 | | Fiscal 2018 | Audit Fees(1) | $ | 979,000 |
| | $ | 1,051,000 |
| Audit-Related Fees(2) | 27,000 |
| | 26,000 |
| Tax Fees(3) | — |
| | — |
| All Other Fees(4) | 104,000 |
| | — |
| Total | $ | 1,110,000 |
| | $ | 1,077,000 |
|
| | (1) | Represents fees for professional services provided for the audit of our annual financial statements, the audit of our internal control over financial reporting, review of our interim financial information and review of other SEC filings. |
| | (2) | Represents fees for professional services provided for the audit of our benefit plan and due diligence services. |
| | (3) | Represents fees for professional services related to tax compliance and tax planning. |
| | (4) | Represents fees for professional services provided to us not otherwise included in the categories above. |
The Audit Committee considered whether the provision of tax, benefit plan audit and all other accounting consulting services by Deloitte are compatible with maintaining its independence and concluded that the independence of Deloitte is not compromised by the provision of such services.
Policy Regarding the Approval of Independent Registered Public Accountant Provision of Audit and Nonaudit Services
The Audit Committee Charter requires the Audit Committee to pre-approve the audit and non-audit fees and services that may be provided by Deloitte, our independent registered public accountant, to us. The Audit Committee shall consult with Management but shall not delegate these responsibilities, except that pre-approvals of nonaudit services may be delegated to a single member of the Audit Committee, who shall then inform the entire Audit Committee of the engagement of such services. The Audit Committee pre-approved under that policy all of the audit and non-audit fees and services provided by Deloitte for Fiscal 2019 and 2018.
ItemProposal 3: Ratification of the Appointment of Independent Registered Public Accountant for the Fiscal Year Ending August 29, 2020
28, 2021
Deloitte & Touche LLP (“Deloitte”) was appointed by the Audit Committee as our independent registered public accountant for the fiscal year ending August 29, 2020.28, 2021. We are asking our shareholders to ratify the appointment of Deloitte, who has served as our independent registered public accountant for over 25 years. Representatives of the firm will be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire and will be available to respond to any shareholder questions that may be asked. For a description of the fees for services rendered by Deloitte in Fiscal 20182019 and Fiscal 2019,2020, and a description of our policy regarding the approval of independent registered public accountant provision of audit and non-audit services, see “Independent Registered Public Accountant'sAccountant’s Fees and Services” above.below. Although ratification by the shareholders is not required by law, the Board of Directors has determined that it is desirable to request approval of this selection by the shareholders. In the event the shareholders fail to ratify the appointment, the Audit Committee will consider this factor when making any determination regarding Deloitte. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the Company's best interests and those of its shareholders. Passage of the proposal requires the affirmative vote of a majority of the shares entitled to vote on the proposal and represented in person or by proxy at the Meeting at which a quorum is present. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING AUGUST 29, 2020.
| ✔ | | | YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING AUGUST 28, 2021. | |
| | | | Proxy Statement for 2020 Annual Meeting | 65 |
TABLE OF CONTENTS Report of the Audit Committee The Audit Committee serves as the representative of the Company’s Board of Directors for general oversight of the Company’s financial accounting and reporting, systems of internal control and audit process, and monitoring compliance with laws, regulations, and standards of business conduct. A copy of the Audit Committee Charter, as last amended as of August 14, 2019, is available on the Corporate Governance portion of the Investor Relations section of our Web Site at http://www.winnebagoind.com and is available in print free of charge to any shareholder who requests it. Management is responsible for the financial statements and the reporting process, including the system of internal controls. The Company retained PricewaterhouseCoopers LLP ("PwC") to act as the Company’s internal audit function. In this role, PwC assisted Management with completing its assessment of the Company’s internal controls over financial reporting by testing and reviewing the Company’s internal control processes. PwC replaced Baker Tilly Virchow Krause, LLP, which had previously acted as the Company’s internal audit function. Deloitte, the Company’s independent registered public accountant, is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States and an assessment of the Company’s internal controls over financial reporting in accordance with the standards of the United States Public Company Accounting Oversight Board ("PCAOB"). The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements to be included in the 2020 Form 10-K with Management and the independent accountants. The Audit Committee hereby reports as follows: The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended August 29, 2020 of Winnebago Industries, Inc. (the “Audited Financial Statements”) with Winnebago Industries, Inc.’s Management. The Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed with Deloitte its independence. | 66 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS Based on the review and discussion referred to in the bullet points above, the Audit Committee recommended to the Board of Directors of Winnebago Industries, Inc. that the Audited Financial Statements be included in Winnebago Industries, Inc.’s 2020 Form 10-K, for filing with the SEC. The Audit Committee
Richard D. Moss, Chair
Maria F. Blase
William C. Fisher
David W. Miles The foregoing report of our Audit Committee shall not be deemed to be incorporated by reference in any previous or future documents filed by our Company with the SEC under the Securities Act or the Exchange Act, except to the extent that we incorporate the report by reference in any such document. | | | | Proxy Statement for 2020 Annual Meeting | 67 |
TABLE OF CONTENTS Independent Registered Public Accountant’s Fees and Services The following table presents fees for professional audit services rendered by Deloitte for the audit of our annual financial statements for fiscal years ended August 29, 2020 and August 31, 2019, and fees billed for other services rendered by Deloitte during those periods. Audit Fees(1) | | | $ 1,745,000 | | | $ 979,000 | Audit-Related Fees(2) | | | $ 30,000 | | | 27,000 | Tax Fees(3) | | | $ 22,500 | | | — | All Other Fees(4) | | | — | | | 104,000 | Total | | | $1,797,500 | | | $1,110,000 |
(1)
| Represents fees for professional services provided for the audit of our annual financial statements, the audit of our internal control over financial reporting, review of our interim financial information and review of other SEC filings. |
(2)
| Represents fees for professional services provided for the audit of our benefit plan and due diligence services. |
(3)
| Represents fees for professional services related to tax compliance and tax planning. |
(4)
| Represents fees for professional services provided to us not otherwise included in the categories above. |
The Audit Committee considered whether the provision of tax, benefit plan audit and all other accounting consulting services by Deloitte are compatible with maintaining its independence and concluded that the independence of Deloitte is not compromised by the provision of such services. Policy Regarding the Approval of Independent Registered Public Accountant Provision of Audit and Nonaudit Services The Audit Committee Charter requires the Audit Committee to pre-approve the audit and non-audit fees and services that may be provided by Deloitte, our independent registered public accountant, to us. The Audit Committee shall consult with Management but shall not delegate these responsibilities, except that pre-approvals of nonaudit services may be delegated to a single member of the Audit Committee, who shall then inform the entire Audit Committee of the engagement of such services. The Audit Committee pre-approved under that policy all of the audit and non-audit fees and services provided by Deloitte for Fiscal 2020 and 2019. | 68 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS Proposal 4: Amend the Company’s Articles of Incorporation to Increase the Authorized Common Stock On October 14, 2020, the Board adopted, subject to shareholder approval, an amendment to Article IV of our Articles of Incorporation (the “Amendment”) to increase the number of authorized shares of Common Stock by 60,000,000 shares to a total 120,000,000 shares. The following discussion is qualified by the text of the Amendment, which is set forth in Appendix A attached to this Proxy Statement. The Board believes that the Amendment is necessary to maintain flexibility to issue shares of Common Stock for future corporate needs. The additional authorized shares of Common Stock to be authorized by the Amendment would have rights identical to our current issued and outstanding shares of Common Stock. Issuance of the additional shares of Common Stock would not affect the rights of the holders of our issued and outstanding shares of Common Stock, except for effects incidental to any increase in the number of shares of Common Stock issued and outstanding, such as dilution of earnings per share and voting rights. If the Amendment is approved by our shareholders at the Annual Meeting, then it will become effective upon filing of Articles of Amendment with the Secretary of State of the State of Iowa, which filing is expected to occur promptly following the Annual Meeting. Capitalization Our existing Articles of Incorporation, as amended to date, authorize 70,000,000 shares of capital stock, of which 60,000,000 shares are shares of Common Stock and 10,000,000 shares are shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). As of October 17, 2020, we had no Preferred Stock issued and outstanding. We estimate that at October 17, 2020, the following shares of Common Stock were: Issued and outstanding | | | 33,758,021 | | | | 744,043 | Reserved for future issuance under equity compensation plans | | | 4,089,776 | Reserved for conversion of Contentsoutstanding convertible notes | | | ![wgologo.jpg](https://capedge.com/proxy/DEF 14A/0000107687-19-000026/wgologo.jpg) 15,652,000 |
| | | | Proxy Statement for 2020 Annual Meeting | 69 |
TABLE OF CONTENTS Accordingly, at October 20, 2020, approximately 5,756,160 shares of Common Stock remained unreserved and available for future issuance. In consideration of the foregoing, the Board approved the Amendment in substantially the form set forth in Appendix A and has recommended that our shareholders do the same. Reasons for the Amendment We believe that the additional shares of authorized Common Stock are necessary to provide us with appropriate flexibility to utilize equity for business and financial purposes that the Board determines to be in our Company’s best interests on a timely basis without the expense and delay of a shareholders’ meeting. The Board believes that the remaining authorized Common Stock is not likely to be sufficient to permit us to respond to potential business opportunities or to pursue important objectives designed to enhance shareholder value. The number of authorized shares of Common Stock was last increased in 1972, and we have grown significantly since that time, including through acquisitions and in our number of employees. The additional authorized shares of Common Stock will provide us with flexibility to use our Common Stock, without further shareholder approval (except to the extent such approval may be required by law or by applicable exchange listing standards) for any proper corporate purposes, including, without limitation, raising capital through one or more future public offerings or private placements of equity securities, expanding our business or acquiring assets through future transactions, entering into strategic relationships, providing equity-based compensation and/or incentives to employees, officer or directors, effecting stock dividends or for other general corporate purposes. If the Amendment is approved by our shareholders, the Board does not intend to solicit further shareholder approval prior to the issuance of any additional shares of Common Stock or securities convertible into Common Stock, except as may be required by applicable law, regulation, or exchange listing rules. Possible Effects of the Amendment The increase in authorized shares of our Common Stock will not have any immediate effect on the rights of existing shareholders. Because the holders of our Common Stock do not have any preemptive rights, future issuance of shares of Common Stock or securities exercisable for or convertible into shares of Common Stock could have a dilutive effect on our earnings per share, book value per share, voting rights of shareholders and could have a negative effect on the price of our Common Stock. We are not proposing the increase in the number of authorized shares of Common Stock with the intent of using the additional shares to prevent or discourage any actual or threatened takeover of the Company. Under certain circumstances, however, the additional authorized shares could be used in a manner that has an anti-takeover effect. For example, the additional shares could be used to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company or could be issued to persons allied with the Board or management and thereby have the effect of making it more difficult to remove directors or members of management by diluting the stock ownership or voting rights of persons seeking to effect such a removal. Accordingly, if the Amendment is approved by shareholders, the additional shares of authorized Common Stock may render more difficult or discourage a merger, tender offer or proxy contest, the assumption of control by a holder or group of holders of a large block of Common Stock, or the replacement or removal of one or more directors or members of management. For example, the following other provisions of our Articles of Incorporation and Bylaws, in combination with the additional authorized shares, may also have an anti-takeover effect of preventing or | 70 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS discouraging a change in control of the Company: (i) the Board has the ability to designate the terms of and issue shares of Preferred Stock without further shareholder approval; (ii) the Board is divided into three classes with staggered three-year terms; and (iii) shareholders may not cumulate votes in the election of directors. | ✔ | | | YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE INCREASE IN THE AUTHORIZED COMMON STOCK. | |
| | | | Proxy Statement for 2020 Annual Meeting | 71 |
TABLE OF CONTENTS Voting Securities and Principal Holders Thereof The following table contains information with respect to the ownership of 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 October 20, 2020 according to SEC filings of the beneficial owners listed below unless more recent information was appropriate to be used. BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
| | | 4,929,621 shares of Common Stock(2) | | | [X] | | | | | | | | Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746
| | | 2,146,157 shares of Common Stock(3) | | | [X] | | | | | | | | The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
| | | 2,072,863 shares of Common Stock(4) | | | [X] | | | | | | | | Cooke & Bieler LP
1700 Market Street
Suite 3222
Philadelphia, PA 19103
| | | 1,985,094 shares of Common Stock(5) | | | [X] |
(1)
| Based on [] outstanding shares of Common Stock on October 20, 2020. |
(2)
| Based on information provided in a Schedule 13G/A filed with the SEC on February 10, 2020 by BlackRock, Inc., a parent holding company (“BlackRock”). BlackRock reported that it has sole power to vote or direct the vote of 4,865,608 shares and sole power to dispose of or direct the disposition of 4,929,621 shares. |
(3)
| Based on information provided in a Schedule 13G/A filed with the SEC on February 12, 2020 by Dimensional Fund Advisors LP, an investment adviser (“DFA”). DFA reported that it has sole power to vote or direct the vote of 2,057,515 shares and sole power to dispose of or direct the disposition of 2,146,157 shares. DFA notes in its Schedule 13G/A filing that it furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of DFA may act as an adviser or sub-adviser to certain Funds. In its role as investment adviser, sub-adviser and/or manager, DFA or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in its Schedule 13G/A are owned by the Funds and Dimensional disclaims beneficial ownership of such securities. |
| 72 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS (4)
| Based on information provided in a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group, an investment adviser. The Vanguard Group reported that it has sole voting power over 55,708 shares, shared voting power over 2,300 shares, sole dispositive power over 2,019,175 shares and shared dispositive power over 53,688 shares. |
(5)
| Based on information provided in a Schedule 13G/A filed with the SEC on February 14, 2020 by Cooke & Bieler LP, an investment adviser. Cooke & Bieler LP reported that it has shared power to vote or direct the vote of 1,555,434 shares and shared power to dispose of or direct the disposition of 1,985,094 shares. |
The following table sets forth certain information known to us with respect to beneficial ownership of our Common Stock, as defined in Rule 13d-3 under the Exchange Act, at October 20, 2020 for (i) each of our directors and director nominees, (ii) each named executive officer of the Company (“NEO”) in the summary compensation table, and (iii) all current executive officers and directors as a group. Except as otherwise indicated, the named beneficial owner has sole voting and investment power with respect to the shares held by such beneficial owner. Sara E. Armbruster | | | 1,580 | | | — | | | — | | | 1,580 | | | (5) | Maria F. Blase | | | 5,944 | | | — | | | — | | | 5,944 | | | (5) | Stacy L. Bogart | | | 8,863 | | | 7,912 | | | — | | | 16,775 | | | (5) | Christopher J. Braun | | | 17,684 | | | — | | | — | | | 17,684 | | | (5) | Robert M. Chiusano | | | 30,644 | | | — | | | 27,069 | | | 57,713 | | | (5) | Donald J. Clark | | | 764,426 | | | — | | | — | | | 764,426 | | | [X]% | William C. Fisher | | | 22,684 | | | — | | | 7,851 | | | 30,535 | | | (5) | Michael J. Happe | | | 71,524 | | | 106,008 | | | — | | | 177,532 | | | (5) | Brian D. Hazelton | | | 19,395 | | | 24,727 | | | — | | | 44,122 | | | (5) | Bryan L. Hughes | | | 22,172 | | | 17,642 | | | — | | | 39,814 | | | (5) | David W. Miles | | | 12,684 | | | — | | | 1,951 | | | 14,635 | | | (5) | Richard D. Moss | | | 11,084 | | | — | | | — | | | 11,084 | | | (5) | John M. Murabito | | | 9,784 | | | — | | | — | | | 9,784 | | | (5) | Directors and executive officers as a group (18 persons)(6) | | | 1,548,958 | | | 200,879 | | | 36,871 | | | 1,786,708 | | | [X]% |
(1)
| Includes the following shares not currently outstanding but deemed beneficially owned because of the right to acquire them pursuant to restricted stock units that vest within 60 days or have vested but have not yet been distributed: 2,947 shares for each of Ms. Blase and Messrs. Braun, Chiusano, Fisher, Miles, Moss and Murabito and 1,580 shares for Ms. Armbruster. |
(2)
| Includes shares underlying stock options that are currently exercisable or become exercisable within 60 days. |
(3)
| Winnebago Stock Units held under our Directors' Deferred Compensation Plan as of October 20, 2020 (see further discussion of the plan in the Director Compensation section). These units are vested and will 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. |
(4)
| Based on [] outstanding shares of Common Stock on October 20, 2020. |
(6)
| Includes 100 shares that Mr. Miller beneficially owns indirectly through his spouse’s direct ownership. |
| | | | Proxy Statement for 2020 Annual Meeting | 73 |
TABLE OF CONTENTS The Board of Directors does not know of any matter, other than the election of directors, the advisory approval of executive compensation, and the ratification of the appointment of independent registered public accountants, and the approval of the amendment to the Articles of Incorporation, which may be presented at the Meeting. However, if any other matters should properly come before the Meeting, it is the intention of the persons named in the proxy to vote thereon in accordance with their best judgment.
Fiscal 20202021 Shareholder Proposals If a shareholder intends to present a proposal at our Annual Meeting following Fiscal 20202021 and desires that the proposal be included in our Fiscal 20202021 proxy statement and form of proxy for that meeting, the proposal must be in compliance with Rule 14a-8 under the Exchange Act and received at our principal executive offices no later than July 8, 2020.5, 2021. Our By-Laws require that in order to nominate persons to our Board of Directors, a shareholder must provide advance written notice in the form set forth therein to the Secretary, which notice must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days before the anniversary of the preceding year's annual meeting and must otherwise comply with our By-Laws. The By-Laws also require that in order to present a proposal for action by shareholders at an annual meeting, a shareholder must provide advance written notice to the Secretary, which notice must contain detailed information specified in our By-Laws. This notice must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days before the anniversary of the preceding year's annual meeting. A copy of our By-Laws may be obtained by written request to: Winnebago Industries, Inc., Attn: Senior Vice President, General Counsel, Secretary and Secretary,Corporate Responsibility, 13200 Pioneer Trail, Suite 150, Eden Prairie, Minnesota 55347. | 74 | | | | | Proxy Statement for 2020 Annual Meeting |
TABLE OF CONTENTS
The cost of this proxy solicitation will be borne by us. Solicitation will be made primarily through the Internet and the use of the mail, but our officers, directors or regular employees may solicit proxies personally or by telephone or email without additional remuneration for such activity. In addition, we will reimburse brokerage houses and other custodians, nominees or fiduciaries for their reasonable expenses in forwarding proxies and proxy material to the beneficial owners of such shares. A copy of our Annual Report for the fiscal year ended August 31, 2019,29, 2020, which includes audited financial statements, is available on the Internet as set forth in the Notice of Internet Availability of Proxy Materials. The financial statements contained therein are not deemed material to the exercise of prudent judgment in regard to any matter to be acted upon at the Annual Meeting and, therefore, such financial statements are not incorporated in this Proxy Statement by reference. A COPY OF THIS PROXY STATEMENT AND OUR MOST RECENT ANNUAL REPORT TO THE SEC ON FORM 10-K (WITHOUT EXHIBITS) WILL BE FURNISHED, WITHOUT CHARGE, TO OUR SHAREHOLDERS UPON WRITTEN REQUEST PURSUANT TO THE INSTRUCTIONS SET FORTH IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS. FOR INFORMATION ABOUT US, INCLUDING OUR ANNUAL, QUARTERLY AND CURRENT REPORTS ON SEC FORMS 10-K, 10-Q AND 8-K, RESPECTIVELY, PLEASE VISIT OUR HOME PAGE ON THE INTERNET - HTTP://WWW.WINNEBAGOIND.COM. INFORMATION CONTAINED ON OUR WEB SITE IS NOT INCORPORATED INTO THIS PROXY STATEMENT OR OTHER SECURITIES FILINGS. | | | | | By Order of the Board of Directors | | | | | November 5, 20192, 2020 | /s/ | | | | | | Stacy L. Bogart | | Stacy L. Bogart | | | Senior Vice President - General Counsel, | | Secretary and SecretaryCorporate Responsibility |
| | | | Proxy Statement for 2020 Annual Meeting | 75 |
TABLE OF CONTENTS Articles of Amendment of
![proxynotice1.jpg](https://capedge.com/proxy/DEF 14A/0000107687-19-000026/proxynotice1.jpg) Winnebago Industries, Inc.To the Secretary of State of the State of Iowa: Pursuant to Section 1006 of the Iowa Business Corporation Act, the undersigned corporation adopts the following amendment to the corporation’s articles of incorporation. 1. The name of the corporation is Winnebago Industries, Inc. 2. Article IV of the Articles of Incorporation of Winnebago Industries, Inc., as previously amended and restated, is further amended to read and restated to read as follows: Article IV The total number of shares of stock which the Corporation shall have authority to issue is: one hundred thirty million (130,000,000), of which one hundred twenty million (120,000,000) shall be shares of Common Stock, $.50 par value, and ten million (10,000,000) shall be shares of Preferred Stock, $.01 par value (“Series Preference Stock”). A statement of the designations and the powers, preferences and rights of such classes of stock and the qualifications, limitations or restrictions thereof, the fixing of which by the Articles of Incorporation is desired, and the authority of the Board of Directors to fix, by resolution or resolutions, the designations and the powers, preferences and rights of such classes of stock or the qualifications, limitations or restrictions thereof, which are not fixed hereby, are as follows: A.
| Provisions Applicable to All Series of Series Preference Stock. |
(1) Shares of Series Preference Stock may be issued from time to time in one or more series. The voting powers, designations, preferences, limitations and relative rights of each series may differ from those of any and all other series already outstanding; the terms of each series shall be specified in the resolution or resolutions hereinafter referred to; and the Board of Directors of the Corporation is hereby expressly granted authority to fix, by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Series Preference Stock, the voting powers, designations, preferences, limitations and relative rights of each series, including, but without limiting the generality of the foregoing, the following: (a) The rate and times at which, and the terms and conditions on which, dividends on the Series Preference Stock of such series shall be paid; (b) The right, if any, of holders of Series Preference Stock of such series to convert the same into, or exchange the same for, other classes of stock of the Corporation and the terms and conditions of such conversion or exchange; (c) The redemption price or prices and the time at which, and the terms and conditions on which, Series Preference Stock of such series may be redeemed; | | | | Proxy Statement for 2020 Annual Meeting | A-1 |
TABLE OF CONTENTS (d) The rights of the holders of Series Preference Stock of such series upon the voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of the Corporation; (e) The voting power, if any, of the Series Preference Stock of such series; and (f) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Series Preference Stock of such series. (2) All shares of each series shall be identical in all respects to the other shares of such Series. The rights of the Common Stock of the Corporation shall be subject to the preferences and relative participating, optional and other special rights of the Series Preference Stock of each series as fixed herein and from time to time by the Board of Directors as aforesaid. B.
| Provisions Applicable to Common Stock. |
(1) After the requirements with respect to preferential dividends upon the Series Preference Stock of all classes and series thereof shall have been met and after the Corporation shall have complied with all requirements, if any, with respect to the setting aside of sums as a sinking fund or redemption or purchase account for the benefit of any class or series thereof, then, and not otherwise, the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors. (2) After distribution in full of the preferential amounts to be distributed to the holders of all classes and series thereof of Series Preference Stock then outstanding in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation and subject any additional or special rights of the Series Preference Stock as to the remaining assets of the Corporation for distribution, the holders of the Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution to its shareholders ratably in proportion to the number of shares of Common Stock held by them respectively. (3) Each holder of Common Stock shall have one vote in respect of each share of such stock held by such holder. 3. The date of adoption of the amendment to Article IV was December 15, 2020. 4. The amendment to Article IV was approved by the Corporation’s shareholders. The effective date and time of this document is the time of filing on the date it is filed. | | | WINNEBAGO INDUSTRIES, INC. | | | | | | | | | | | By: | | | | | | | | | | Stacy L. Bogart
Senior Vice President – General Counsel, Secretary and Corporate Responsibility |
| A-2 | | | | | Proxy Statement for 2020 Annual Meeting |
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