Letter fromFrom the

Board of

Directors

Dear Fellow Shareholders of Thor Industries:

As the custodiansstewards of your Company, we appreciate theare very pleased to have this opportunity to report our Fiscal Year 20162017 results in this year’s Proxy Statement. In

Proxy Summary

This summary highlights certain information contained in our Fiscal Year 2017 Proxy Statement. While it does not contain all of 2016 Annual Meeting &the information in this Proxy Statement, |  1it provides an overview of the information discussed herein. You should carefully review the entire Proxy Statement before voting.

VOTING MATTERS

Business Highlights
In Fiscal Year 2017, we set a record as we generated $7.25 billion in sales. Our top line drove records for our net income at $374 million and diluted earnings per share at $7.09.
				Our three-year Total Shareholder Return averaged nearly 30% and put us at the top of our peer group that is disclosed in this proxy statement.
				RECORD EARNINGS   Management’s dedication to our Strategic Plan drives record earnings.

SALES GROWTH A combination of the execution of our strategic plan and the support of strong tailwinds in our industry drove recordtop-line performance.
DILUTED EPS Industry leading top and bottom line performance leads to strong EPS growth.

Business Highlights
				HISTORY OF INCREASING REGULAR DIVIDENDS Thor’s ultimate mission is to return value to our Shareholders. To that end, Thor has increased its regular dividends each of the last 7 years, and recently announced a 12% increase in the dividend awarded in the first quarter of Fiscal Year 2018.
				CASH GENERATION We have a strong history of consistent cash generation and Fiscal Year 2017 was no exception.

Compensation Highlights

ALIGNMENT OF PAY AND PERFORMANCE

In Fiscal Year 2017, Thor remained true to its compensation plan that has provided true pay for performance since its inception. Our plan relies heavily upon variable performance-based incentives calculated upon the Company’s net profit before tax (“NBT”), resulting in a strong linkage between pay and performance. Our plan, while different, is time-tested and proven, and the Company remains confident that it drives performance and aligns CEO pay with our return to Shareholders better than alternative plans.

In Fiscal Year 2017, a predominant percentage of our CEO and other Named Executive Officers (“NEOs”) compensation was variable incentive pay as demonstrated by the following charts:

KEY COMPENSATION ACTIONS TAKEN IN FISCAL YEAR 2017

Voting Instructions and Information

Voting Instructions and Information

Election of Directors

PROPOSAL 1 – ELECTION OF DIRECTORS

Election of Directors

October 27, 2016

Dear Fellow Shareholders:

				Age: 76 Director Since: 1999 Lead Director		Thor Committees: •     Audit •    Compensation and Development (Chair)		Outside Directorships: •    ACI Worldwide, Inc (2007 - Present) •    Tellabs, Inc. (1997 - 2013)

				Age: 56 Director Since: 2014		Thor Committees: •     Audit •    Compensation and Development		Outside Directorships: •    Association of Equipment Manufacturers (2010 - Present)

I am pleased to invite you to attend our Annual Meeting of Shareholders that will be held on December 9, 2016, at 1:00 p.m., Eastern Standard Time, at the Park Avenue Armory, 643 Park Avenue, New York, NY 10065. We hope that you will attend our Meeting. In the event that you cannot attend, we strongly urge you to vote your shares by following the instructions on the included Notice card.

		CURRENT NOMINEES FOR BOARD OF DIRECTORS

Thor Industries values the input of its Shareholders tremendously. Your vote, every vote, is important to us. Please take the time to review our Proxy Statement and submit your votes. I thank you for your support of our Company.

		J. ALLEN KOSOWSKY

				Age: 69 Director Since: 2010		Thor Committees: •     Audit •    Nominating and Corporate Governance (Chair)		Outside Directorships: •    BlackRidge Technology International, Inc. (2017 - present) •    Naugatuck Valley Corp. (2014 - 2015)

		Mr. Kosowsky, who became a Director in March of 2010, is a certified public accountant who since 1985 has conducted business through his own advisory firm. The firm provides services that include business and intellectual property valuations, forensic accounting and financial analysis, and alternative dispute resolutions. From January of 2003 to February of 2010, Mr. Kosowsky served as the Chairman of the board of directors and Chairman of the audit committee for ON2 Technologies Inc., a U.S. based video compression software company, which was acquired by Google, Inc. On September 17, 2016, Mr. Kosowsky became a National Association of Corporate Directors fellow. In June of 2017, Mr. Kosowsky joined the board of BlackRidge Technology International, Inc., a cyber security software company and serves as the Lead Director, Chair of the audit committee, and a member of the compensation and nominating and governance committees. Our Nominating and Corporate Governance Committee and Board believe that his extensive accounting experience and his financial expertise and training, which qualify him as an “audit committee financial expert”, make him an asset to our Board.
		Skills and Qualifications:
		•    Business Ethics		•    Management		•    Business Operations
		•    Corporate Goverance		•    Finance/Capital Allocation		•    Financial Expertise/Literacy
		•    Financial Services Industry		•    International		•    Finance
		•    Real Estate		•    Risk Management		•    Technology/Systmes
		•    Mergers & Acquisitions		•    Strategy		•    Taxation
		•    Litigation		•    Cyber Security

Sincerely,

Peter B. Orthwein

				Age: 72 Director Since: 1980 Executive ChairmanVoting Instructions and Information How Votes are Counted A quorum is required to transact business at our Meeting. Shareholders of record constituting a majority of the Boardshares entitled to cast votes shall constitute a quorum. If you have returned valid proxy instructions or attend the Meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from voting on some or all matters voted upon at the Meeting. Abstentions and brokernon-votes will be treated as present for purposes of determining whether a quorum is present. Voting Your vote may be (i) “for” or “withhold” on the proposal relating to the election of Directors, “every year”, “every two years”, “every three years”, or “abstain” on the proposal relating to the frequency of the “Say on Pay” votes, and (iii) “for”, “against”, or “abstain” on each of the other proposals. The affirmative vote of a majority of the votes cast is required to approve each proposal. Brokernon-votes and abstentions do not impact the outcome of the vote as they are not counted as votes cast. It is important to be aware that if you hold shares in street name with a broker, bank, or other nominee, and you do not submit voting instructions, then your broker, bank, or nominee will not be permitted to vote your shares in its discretion on any of the matters set for vote at our Meeting other than Proposal 2 relating to the ratification of our independent registered public accounting firm, which is considered a routine matter. Cost of Proxy Solicitation The cost of solicitation is being borne by our Company. Shareholders Sharing an Address We will deliver only one Notice of Internet Availability and one Proxy Statement, if requested, to multiple Shareholders sharing an address unless we receive contrary instructions from one or more of such Shareholders. We will undertake to deliver promptly, upon written or oral request, separate copies of the Notice of Internet Availability, Annual Report, and/or Proxy Statement to a Shareholder at a shared address to which single copies of the Notice of Internet Availability, Annual Report, and/ or Proxy Statement are delivered. A Shareholder can notify us either in writing or by phone that the Shareholder wishes to receive separate copies of the Notice of Internet Availability, Annual Report, and/or Proxy Statement, or Shareholders sharing an address can request delivery of single copies of the Notice of Internet Availability, Annual Report and/or Proxy Statement if they are receiving multiple copies by contacting us at Thor Industries, Inc., 601 East Beardsley Avenue, Elkhart, IN 46514, Attention: Corporate Secretary,(574) 970-7460.   Board Recommendations Our Board of Directors recommends that you voteFOR each of the Director nominees,FOR the ratification of the appointment of the independent registered public accounting firm,FOR the advisory vote approving the compensation of our named Executive Officers, andEVERY YEAR for the advisory vote on the frequency of our Say on Pay. NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       15   2  |  NoticeElection of 2016 Annual Meeting & Proxy StatementDirectors Notice of Annual MeetingPROPOSAL 1 – ELECTION OF DIRECTORS Notice Of Annual Meeting Of Shareholders Our Board of Thor Industries, Inc. Important Notice RegardingDirectors nominated our three (3) Class A Directors to stand for election to the AvailabilityBoard of Proxy Materials forDirectors at the Thor Industries, Inc. Annual MeetingMeeting: Our Lead Director and Chair of Shareholdersour Compensation and Development Committee, Jan H. Suwinski; the Chair of our Nominating and Governance Committee, J. Allen Kosowsky; and Director Wilson Jones. All of the nominees currently serve as members of the Board of Directors. These individuals have agreed to be Held on December 9, 2016named in our Proxy Statement as nominees and to serve as members of the Board of Directors if elected by the Shareholders. In making this nomination, our Board recognizes that it is of critical importance to the Company that the nominees be individuals who bring critical skills and unique voices to our boardroom, and the Board carefully considered each nominee’s contributions to the Board and his unique skills and qualifications. Up for election this year are the Class A Directors, Jan H. Suwinski, J. Allen Kosowsky, and Wilson Jones. Andrew E. Graves and Alan Siegel, our Class C Directors, have been elected to serve until the 2018 Annual Meeting. Peter B. Orthwein, Robert W. Martin, and James L. Ziemer currently serve as our Class B Directors with terms expiring at the 2019 Annual Meeting. The Proxy Statementrepresentatives designated to vote by proxy intend to vote FOR the election of the nominees listed below. In the event that any nominee becomes unavailable for election (a situation our Board does not now anticipate), the shares represented by proxies will be voted, unless authority is withheld, for such other person as may be designated by our Nominating and Annual ReportCorporate Governance Committee. Diversity Policy Our Board has adopted a Diversity Policy, requiring the initial list of candidates from which the Board will select nominee(s) to include qualified candidates with diversity of gender, race, and ethnicity. Qualifications and Process for Nominees Our Board believes that it is necessary for each of our Directors to possess many diverse qualities and skills. When searching for new candidates, our Nominating and Corporate Governance Committee considers the evolving needs of our Board, which are defined by our need for guidance in our business, and searches for candidates who fill any current or anticipated future gap. Our Board also believes that all Directors must possess a considerable amount of business management experience. Our Nominating and Corporate Governance Committee also evaluates candidates on, Form 10-K are available at www.proxyvote.com DATE December 9, 2016 TIME 1:00 p.m. PLACE Park Avenue Armory, 643 Park Avenue,as applicable, the satisfaction of any independence requirements imposed by law, regulation, the New York NY 10065Stock Exchange (the “NYSE”), and/or our Corporate Governance Guidelines. When evaluating Director candidates, our Nominating and Corporate Governance Committee first considers a candidate’s business management experience and then considers that candidate’s judgment, background, stature, conflicts of interest, integrity, ethics, and commitment to the goal of maximizing Shareholder value. In addition, our Board and Nominating and Corporate Governance Committee 16 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT Election of Directors believe that it is essential that our Board members represent diverse viewpoints. In our more recent candidate searches, our Board has followed an informal diversity practice which it formally established as policy at its October 2017 Board meeting. The Diversity Policy requires our Board to obtain an initial slate of candidates that includes qualified candidates with diversity of race, ethnicity, and gender. In considering candidates for our Board, our Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials, in addition to diversity as they fit with the current composition of the Board. We consider our Board of Directors to be a valuable strategic asset of our Company. To maintain the integrity of this asset, our Board of Directors has been carefully crafted to ensure that its expertise covers diversity of experience and perspective, and these attributes will continue to be considered when nominating individuals to serve on our Board. With respect to the nomination of continuing Directors forre-election, the individual’s contributions to our Board are also considered. Board Recommendations Our Board of Directors recommends that the Shareholders voteFOR all of the nominees. NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       17 CURRENT NOMINEES FOR BOARD OF DIRECTORS JAN H. SUWINSKI   Age: 76 Director Since: 1999 Lead Director Thor Committees: •     Audit •    Compensation and Development (Chair) Outside Directorships: •    ACI Worldwide, Inc (2007 - Present) •    Tellabs, Inc. (1997 - 2013) Mr. Suwinski, who became a Director in July of 1999, joined the faculty of the Samuel-Curtis Johnson Graduate School of Management, Cornell University in July of 1996 and served as its Clinical Professor of Management and Operations, where heco-taught the Strategic Operations Immersion course, as well as courses in Business Strategy and Strategic Alliances. Mr. Suwinski retired from the faculty in June of 2016. Starting in 1965, Mr. Suwinski served in a variety of managerial roles at Corning, Incorporated, a global manufacturing company. From 1990 to 1996, Mr. Suwinski was Executive Vice President, Opto Electronics Group at Corning, Incorporated and, from 1992 to 1996, Mr. Suwinski was Chairman of Siecor, a Siemens/ Corning joint venture. Mr. Suwinski is currently a director of ACI Worldwide, Inc. and formerly a director of Tellabs, Inc.    Mr.��Suwinski served on the board of directors of Ohio Casualty Group, Inc. from 2002 to 2007. Our Nominating and Corporate Governance Committee and Board believe that his management experience and his significant public company board experience make him an asset to our Board.     AGENDASkills and Qualifications:   •    Academia/Education •    Business Ethics •    Management •    Business Operations         •    Corporate Governance •    Finance/Capital Allocation •    Risk Management •    Talent Management •    Strategy •    International •    Strategic Alliances     •       Item 1 — Election of directors named in the Proxy Statement;   •   Item 2 — Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our Fiscal Year 2017;   •   Item 3 — Advisory vote to approve named executive officer compensation;   •   Item 4 — Approval of the Thor Industries, Inc. 2016 Equity and Incentive Plan; and   •   Item 5 — Transaction of other business that may properly come before the Meeting.WILSON JONES          The Board of Directors recommends a vote “FOR” items 1,2,3, and 4. Age: 56 Director Since: 2014 Thor Committees: •     Audit •    Compensation and Development Outside Directorships: •    Association of Equipment Manufacturers (2010 - Present)   Mr. Jones, who became a Director in August of 2014, is the President and Chief Executive Officer of Oshkosh Corporation. Mr. Jones joined Oshkosh Corporation in 2005 and held senior leadership positions in the Fire & Emergency Segment until July of 2007 when he became President of Pierce Manufacturing, Inc. From September of 2008 to September of 2010, Mr. Jones held the position of Executive Vice President and President of the Fire & Emergency segment. From September of 2010 to August of 2012, Mr. Jones led the Access Equipment Segment as Executive Vice President and President, the largest business segment of the company, until his appointment to President and Chief Operating Officer. He was named President and Chief Executive Officer in January of 2016. Our Nominating and Corporate Governance Committee believe his experience in specialty vehicles and management experience make him an asset to our Board. Skills and Qualifications: •    Business Ethics •    Management •    Government/Public Policy •    Corporate Governance             •    Financial/Capital Allocation •    Risk Management •    International •    Marketing/Sales •    Mergers & Acquisitions •    Talent Management •    Technology/Systems •    Strategy •    Business Operations   Record Date You are entitled to vote at the Meeting if you were a holder of record of Thor Industries, Inc. stock, $0.10 par value (“Common Stock”), at the close of business on October 14, 2016. At the close of business on that date, 52,586,041 shares of our Common Stock were outstanding and entitled to vote. Proxy Voting Your vote is very important. Whether or not you plan to attend the Annual Meeting, please submit your vote as soon as possible so that your shares may be represented at our Meeting. You may submit your vote by internet or telephone. You may also vote by mail by requesting a paper copy of the materials which will include a proxy card or voting instruction form. Admission If you plan to attend the Annual Meeting, you will be required to present photo identification and verification of the amount of shares held as of October 14, 2016, to gain access to the meeting. By Order of the Board of Directors, Todd Woelfer Senior Vice President, General Counsel, and Corporate Secretary October 27, 2016 Notice to Shareholders: Our 2016 Proxy Statement and Annual Report on Form 10-K are available free of charge on our website at www.thorindustries.com. Notice of 2016 Annual Meeting & Proxy Statement    |  3 Proxy Summary     This summary highlights certain information contained in our Fiscal Year 2016 Proxy Statement. While it does not contain all of the information in this Proxy Statement, it provides an overview of the information discussed herein. You should carefully review the entire Proxy Statement before voting. 18 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT CURRENT NOMINEES FOR BOARD OF DIRECTORS     Voting MattersJ. ALLEN KOSOWSKY      Board Recommendation         PROPOSAL 1: Election of DirectorsAge: 69 Director Since: 2010   Thor Committees: •     Audit •    Nominating and Corporate Governance (Chair)   Outside Directorships: •    BlackRidge Technology International, Inc. (2017 - present) •    Naugatuck Valley Corp. (2014 - 2015) Peter B. Orthwein: Mr. OrthweinKosowsky, who became a Director in March of 2010, is a co-foundercertified public accountant who since 1985 has conducted business through his own advisory firm. The firm provides services that include business and intellectual property valuations, forensic accounting and financial analysis, and alternative dispute resolutions. From January of our Company and currently serves2003 to February of 2010, Mr. Kosowsky served as Executivethe Chairman of the Board. He has servedboard of directors and Chairman of the audit committee for ON2 Technologies Inc., a U.S. based video compression software company, which was acquired by Google, Inc. On September 17, 2016, Mr. Kosowsky became a National Association of Corporate Directors fellow. In June of 2017, Mr. Kosowsky joined the board of BlackRidge Technology International, Inc., a cyber security software company and serves as the Lead Director, Chair of the audit committee, and a director since its founding in 1980. Prior to servingmember of the compensation and nominating and governance committees. Our Nominating and Corporate Governance Committee and Board believe that his extensive accounting experience and his financial expertise and training, which qualify him as Executive Chairman, Mr. Orthwein served as our Chairman and Chief Executive Officer. Mr. Orthwein has also served as our Vice Chairman and Treasurer previously. Mr. Orthwein’s extensive experience with our Company and the industry as a wholean “audit committee financial expert”, make him an asset to our Board.     “FOR”   Robert W. Martin: Mr. Martin currently serves as the PresidentSkills and Chief Executive Officer of our Company. He served as President and Chief Operating Officer from August 2012 to July 2013. Mr. Martin served as President of our RV Group as well as Executive Vice President and Chief Operating Officer of Keystone RV as well as various other positions at Keystone RV. Mr. Martin’s extensive experience with our Company and the RV industry as a whole make him an asset to our Board.  “FOR”Qualifications: James Ziemer: Mr. Ziemer has been a director since 2010. He was the President, Chief Executive Officer, and a director of Harley-Davidson, Inc. from 2005 to 2009. Mr. Ziemer held various positions at Harley- Davidson from 1969 to 2009 including positions in manufacturing, engineering, accounting, parts and accessories, and finance. He is a director of Textron, Inc. Mr. Ziemer’s substantial management experience and his financial expertise and training make him an asset to our Board.  “FOR” PROPOSAL 2: Ratification Of Appointment Of Independent Registered Accounting Firm For Fiscal Year 2017      “FOR” •    Business Ethics •    Management •    Business Operations •    Corporate Goverance                      PROPOSAL 3: Non-Binding Advisory Vote To Approve The Compensation Of Our Named Executive Officers (“NEOs”)•    Finance/Capital Allocation •    Financial Expertise/Literacy •    Financial Services Industry •    International •    Finance •    Real Estate •    Risk Management •    Technology/Systmes •    Mergers & Acquisitions •    Strategy •    Taxation •    Litigation •    Cyber Security    “FOR” PROPOSAL 4: Approval Of The Thor Industries, Inc. 2016 Equity And Incentive Plan  “FOR”   4  |  Notice of 2016 Annual Meeting & Proxy Statement Proxy Summary Business Highlights In Fiscal Year 2016, Management’s continued execution of our strategic plan produced a year of record performance for Thor. We set record levels for sales from continuing operations as we surpassed $4.58 billion in sales. Our top line drove records in both net income and earnings per share. During the year, we acquired Jayco, a manufacturer of both towable and motorized RVs. This acquisition will drive significant top and bottom line growth. Our one-year Total Shareholder Return was just over 39%, putting us near the top of peer group. Strong Market Presence Maintaining our share in an aggressively growing market.    *According to Statistical Surveys, Inc., for the six months ended June 30, 2016, combined U.S. and Canada, excluding Jayco   Growing Gross Margins Company-wide efforts to improve our efficiency and purchasing discipline drove improved margins in a hyper-competitive environment. NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       Gross Margin* * includes one month of Jayco operations for Fiscal Year 2016 19 Record Earnings Management’s dedication to our Strategic Plan drives record earnings. Net Income (Continuing Operations)* *includes one month of Jayco operations for Fiscal Year 2016   Notice of 2016 Annual Meeting & Proxy Statement    |  5 ProxySummary Business Highlights 5 Years of Increased Regular Dividends Thor exists for our Shareholders. It is our ultimate mission to return value to our Shareholders. To that end, Thor has increased its dividends each of the last 5 years and recently announced a 10% increase in the dividend awarded in the first quarter of Fiscal Year 2017.   Regular Dividends per Share Cash Generation We have a strong history of consistent cash generation and Fiscal Year 2016 was no exception.   Cash Generated by Operations* * includes one month of Jayco operations for Fiscal Year 2016 Sales Growth The combination of the execution of our strategic plan with support of strong tailwinds of our industry drove record top-line performance.   Net Sales (Continuing Operations)* * includes one month of Jayco operations for Fiscal Year 2016 6  |  Notice of 2016 Annual Meeting & Proxy Statement Proxy Summary Compensation Highlights Alignment Between Pay and Performance. Since its inception, Thor has utilized a compensation plan heavily reliant upon variable incentives determined by the Company’s net profit before tax (“NBT”), resulting in a strong linkage between pay and performance. The impact of this compensation plan upon our performance over the years is undeniable and, for this reason, the Company remains confident that it offers the best pay plan to drive performance and aligns CEO pay with our earnings better than alternative plans. In Fiscal Year 2016, a predominant percentage of our CEO and other Named Executive Officers pay was variable incentive pay as demonstrated by the following charts:   Fiscal Year 2016 Compensation Breakdown Key Compensation Actions Taken in Fiscal Year 2016 No increase in base salary or incentive metrics for our CEO, Mr. Martin Decrease in base and incentive compensation for our Executive Chairman, Mr. Orthwein, a decision made in light of his strong equity position in the Company and made despite his continued outstanding performance Increase in base salary for our Vice President of Administration and Human Resources, Mr. Julian, to recognize an expansion in his responsibilities, to award him for outstanding performance, and to better align his pay to benchmarks Increase in base salary for our Senior Vice President and Chief Financial Officer, Mrs. Zuhl, to better align her pay to benchmarks and recognize her outstanding performance Use of compensation advisory firm, Willis Towers Watson, for benchmarking Instituted a “double trigger” on all Change in Control obligations arising from grants issued in or after Fiscal Year 2016 Notice of 2016 Annual Meeting & Proxy Statement    |  7 Proxy Summary Governance Highlights Good corporate governance is essential to the continued long-term success of our business. The following list identifies certain governance practices at Thor in Fiscal Year 2016: Increased Shareholder and Advisory Firm Engagement 6 of our 8 Directors are Independent Independent Lead Director Annual Board Self Assessment Independent Directors Meet Without Management Present “No Fault” Return of Incentive Compensation when Financial Restatement is Required Disclosure of Company Governance Guidelines Anti-Hedging, Short Sale, and Pledging Policies No Directors Serve on Excessive Number of Outside Boards Appropriate Mix of Lesser and Longer Tenured Board Members Bifurcated Chairman and CEO Roles Board Committees Comprised Entirely of Independent Members of the Board Executives Do Not Sit on Outside For- Profit Boards All Current Directors Attended 97% of Board and Committee Meetings In Fiscal Year 2016 Board Committees Possess Right to Hire Advisors No Poison Pill or Similar Feature Share Ownership and Retention Guidelines for Directors (increased in Fiscal Year 2015) and Officers Added Double Trigger Control to 2010 Plan 8  |  Notice of 2016 Annual Meeting & Proxy Statement Table of Contents Proxy Summary P 03   Board Recommendations P 03 Notice of Annual Meeting P 10 Voting Instructions and Information Election of Directors P 12 Proposal 1 – Election of Directors P 13 Director Nominees P 14 Current Directors Not Up for Re-Election P 17 Corporate Governance P 17 Board Risk Oversight P 18 Shareholder Communications P 19 Director Compensation Ratification of Independent Auditors P 21 Proposal 2 – Ratification of Independent Registered Public Accounting Firm P 22 Report of Audit Committee Advisory Vote to Approve Named Executive Officer Compensation and CD&A P 23 Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation P 24 CD&A Summary P 27 Our Compensation Philosophy P 30 Our NEO Compensation for Fiscal Year 2016 P 32 Severance Plans and Change in Control Agreements P 33 How We Make Compensation Decisions P 34 Our Peer Group P 37 Report of the Compensation and Development Committee P 39 Summary Compensation Table P 40 Grants of Plan-Based Awards P 41 Executive Employment Agreement P 41 Summary of Equity Compensation Plan P 43 Outstanding Equity Awards at 2016 Fiscal Year-End P 44 Option Exercises and Shares Vested in Fiscal Year 2016 P 44 Non-Qualified Deferred Compensation for Fiscal Year 2016 P 45 Summary of Deferred Compensation Plan Approval of the Thor Industries, Inc. 2016 Equity and Incentive Plan P 46 Proposal 4 – Approval of the Thor Industries, Inc. 2016 Equity and Incentive Plan A-1 Appendix A – Thor Industries, Inc. 2016 Equity and Incentive Plan P 52 Ownership of Common Stock P 54 Additional Corporate Governance Matters P 54 Certain Relationships and Transactions with Management     CURRENT DIRECTORS NOT UP FORRE-ELECTION   Proxy StatementPETER B. ORTHWEIN This Proxy Statement is provided in connection with the solicitation of proxies, by order of the Board of Directors (the “Board” or “Board of Directors”) of Thor Industries, Inc. (the “Company” or “Thor”), to be used at the 2016 Annual Meeting of the Shareholders of the Company. The proxy card or voting instruction form represents your holdings of Common Stock of the Company. We expect that, on or after October 27, 2016, this Proxy Statement will be available through the Internet.        Notice of 2016 Annual Meeting & Proxy Statement    |  9 Age: 72 Director Since: 1980 Voting Instructions and Information General Information About Our Annual Meeting A copy of this Proxy Statement and our Annual Report for the fiscal year ended July 31, 2016 (“Fiscal Year 2016”), will be sent to any Shareholder by requesting a copy through any of the following methods: Internet: www.proxyvote.com Telephone: 1-800-579-1639 E-mail: sendmaterial@proxyvote.com The Annual Report is not to be considered a part of this proxy soliciting material. Voting Instructions and Information WHO CAN VOTE YouHow Votes are entitled to vote if our records show that you held shares in our Company as of the record date, October 14, 2016. At the close of business on that date, 52,586,041 shares of our Common Stock were outstanding and entitled to vote. Each share of our Common Stock is entitled to one vote. A list of Shareholders entitled to vote at the Annual Meeting will be available for examination by Shareholders at the Meeting. HOW TO VOTE In accordance with the rules of the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each Shareholder of record, we may furnish our proxy materials, including this Proxy Statement and our Annual Report to Shareholders, by providing access to these documents on the Internet. Generally, Shareholders will not receive printed copies of the proxy materials unless they request them. If your Common Stock is held through a broker, bank, or other nominee (held in “street name”), you will receive instructions from the entity holding your stock that you must follow in order to have your shares voted. If you want to vote in person, you must obtain a legal proxy from the entity holding your shares and bring it to the Meeting. If you hold shares in your own name as a holder of record with our transfer agent, Computershare, you may instruct the proxies how to vote by following the instructions listed on the Notice of Internet Availability (“Notice Card”) or the proxy card (if printed materials were requested). Of course, you can always come to the Meeting and vote your shares in person. Shareholders may vote their shares by proxy in any of the following ways: 1. By Internet: You may vote by internet 24 hours a day through 11:59 p.m., Eastern Standard Time, on December 8, 2016, by following the instructions listed on the Notice Card. 2. By Telephone: You may vote by telephone 24 hours a day through 11:59 p.m., Eastern Standard Time, on December 8, 2016, by following the instructions listed on the Notice Card. 3. By Mail: You can only vote by mail if you request and receive a paper copy of the proxy materials and proxy card. You may request proxy materials by following the instructions listed on the Notice Card. You may then vote by completing, signing, dating, and returning a proxy card. 4. Attend the Meeting in person. A proxy submitted by mail that is properly executed and timely returned to our Company that is not revoked prior to the Meeting will be voted in accordance with your instructions. If no instructions are given with respect to the proposal to be voted upon at the Meeting, proxies will be voted in accordance with the recommendations of our Board of Directors on such proposals. You may revoke your proxy at any time until exercised by giving written notice to the Secretary of our Company, by voting in person at the Meeting, or by timely submitting a later-dated proxy by mail, internet, or telephone. At our Meeting, a representative of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspector of election. HOW VOTES ARE COUNTEDCounted A quorum is required to transact business at our Meeting. Shareholders of record holding shares of stock constituting a majority of the shares entitled to cast votes shall constitute a quorum. If you have returned valid proxy instructions or attend the Meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from voting on some or all matters voted upon at the Meeting. Abstentions and brokernon-votes will be treated as present for purposes of determining whether a quorum is present. VOTINGVoting Your vote may be (i) “for” or “withhold” on the proposal relating to the election of directors. Your vote may beDirectors, “every year”, “every two years”, “every three years”, or “abstain” on the proposal relating to the frequency of the “Say on Pay” votes, and (iii) “for”, “against”, or “abstain” on each of the other proposals. The affirmative vote of a majority of the votes cast is required to approve each proposal, except for the election of our directors, which requires a plurality of the votes duly cast.proposal. Brokernon-votes and abstentions do not impact the outcome of the vote as they are not counted as votes 10  |  Notice of 2016 Annual Meeting & Proxy Statement Voting Instructions and Information cast. It is important to be aware that if you hold shares in street name with a broker, bank, or other nominee, and you do not submit voting instructions, then your broker, bank, or nominee will not be permitted to vote your shares in its discretion on any of the matters set for vote at our Meeting other than Proposal 2 relating to the ratification of our independent registered public accounting firm, which is considered a routine matter. COST OF PROXY SOLICITATIONCost of Proxy Solicitation The cost of solicitation is being borne by our Company. SHAREHOLDERS SHARING AN ADDRESSShareholders Sharing an Address We will deliver only one Annual ReportNotice of Internet Availability and one Proxy Statement, if requested, to multiple Shareholders sharing an address unless we receive contrary instructions from one or more of such Shareholders. We will undertake to deliver promptly, upon written or oral request, separate copies of the Notice of Internet Availability, Annual Report, and/or Proxy Statement to a Shareholder at a shared address to which single copies of the Notice of Internet Availability, Annual Report, andand/ or Proxy Statement are delivered. A Shareholder can notify us either in writing or by phone that the Shareholder wishes to receive separate copies of the Notice of Internet Availability, Annual Report, and/or Proxy Statement, or Shareholders sharing an address can request delivery of single copies of the Notice of Internet Availability, Annual Report and/or Proxy Statement if they are receiving multiple copies by contacting us at Thor Industries, Inc., 601 East Beardsley Avenue, Elkhart, IN 46514, Attention: Corporate Secretary,(574) 970-7460. The Board of Directors recommends that you vote “FOR” each of the director nominees, “FOR” the ratification of the appointment of the independent registered public accounting firm, “FOR” the advisory vote approving the compensation of our Named Executive Officers, and “FOR” the approval of our 2016 Equity and Incentive Plan.   Board Recommendations Our Board of Directors recommends that you voteFOR each of the Director nominees,FOR the ratification of the appointment of the independent registered public accounting firm,FOR the advisory vote approving the compensation of our named Executive Officers, andEVERY YEAR for the advisory vote on the frequency of our Say on Pay. NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       15   NoticeElection of 2016 Annual Meeting & Proxy Statement    |  11Directors ProposalPROPOSAL 1 – ELECTION OF DIRECTORS Election of Directors   Our Board of Directors nominated our three (3) directorsClass A Directors to stand for election to the Board of Directors at the Annual Meeting: Our Executive ChairmanLead Director and co-founder, Peter B. Orthwein,Chair of our CEO, Robert W. Martin,Compensation and Development Committee, Jan H. Suwinski; the Chair of our AuditNominating and Governance Committee, James L. Ziemer.J. Allen Kosowsky; and Director Wilson Jones. All of the nominees currently serve as members of the Board of Directors. These individuals have agreed to be named in our Proxy Statement as nominees and to serve as members of the Board of Directors if elected by the Shareholders. In making this nomination, our Board recognizes that it is of critical importance to the Company that the nominees be individuals who bring critical skills and unique voices to our boardroom. In making this nomination for re-election,boardroom, and the Board carefully considered theireach nominee’s contributions to the Board and theirhis unique skills and qualifications. Up for election this year are the Class B directors,A Directors, Jan H. Suwinski, J. Allen Kosowsky, and Wilson Jones. Andrew E. Graves and Alan Siegel, our Class C Directors, have been elected to serve until the 2018 Annual Meeting. Peter B. Orthwein, Robert W. Martin, and James L. Ziemer. Andrew E. Graves and Alan Siegel represent our Class C directors and have been elected to serve until the 2018 Annual Meeting of Shareholders. Jan H. Suwinski, J. Allen Kosowsky, and Wilson JonesZiemer currently serve as our Class A directors; theirB Directors with terms will expireexpiring at the 2017 meeting.2019 Annual Meeting. The representatives designated to vote by proxy intend to vote FOR the election of the nominees listed below. In the event that any nominee becomes unavailable for election (a situation our Board does not now anticipate), the shares represented by proxies will be voted, unless authority is withheld, for such other person as may be designated by our Nominating and Corporate Governance Committee. Diversity Policy Our Board has adopted a Diversity Policy, requiring the initial list of candidates from which the Board will select nominee(s) to include qualified candidates with diversity of gender, race, and ethnicity. Each nominee, as set forth below, is now a Director of our CompanyQualifications and has continuously served in such capacity since his first election or appointment to our Board. QUALIFICATIONS AND PROCESS FOR NOMINEESProcess for Nominees Our Board believes that it is necessary for each of our directorsDirectors to possess many diverse qualities and skills. When searching for new candidates, our Nominating and Corporate Governance Committee considers the evolving needs of our Board, which are defined by our need for guidance in our business, and searches for candidates who fill any current or anticipated future gap. Our Board also believes that all directorsDirectors must possess a considerable amount of business management experience. Our Nominating and Corporate Governance Committee also evaluates candidates on, as applicable, the satisfaction of any independence requirements imposed by law, regulation, the New York Stock Exchange (the “NYSE”), and/or our Corporate Governance Guidelines. When evaluating Director candidates, our Nominating and Corporate Governance Committee first considers a candidate’s business management experience and then considers that candidate’s issues of judgment, background, stature, conflicts of interest, integrity, ethics, and commitment to the goal of maximizing shareholderShareholder value. In addition, our Board and Nominating and Corporate Governance Committee 16 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT Election of Directors believe that it is essential that our Board members represent diverse viewpoints. In our more recent candidate searches, our Board has followed an informal diversity practice which it formally established as policy at its October 2017 Board meeting. The Diversity Policy requires our Board to obtain an initial slate of candidates that includes qualified candidates with diversity of race, ethnicity, and gender. In considering candidates for our Board, our Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials, in the context of these standardsaddition to diversity as they fit with the current composition of the Board. We consider our Board of Directors to be a valuable strategic asset of our Company. To maintain the integrity of this asset, our Board of Directors has been carefully crafted to ensure that its expertise covers the many areas of importance to our Company. Diversitydiversity of experience and perspective, has been and these attributes will continue to be an attribute considered when nominating individuals to serve on our Board. With respect to the nomination of continuing directorsDirectors forre-election, the individual’s contributions to our Board are also considered.   The Board of Directors recommends that the Shareholders vote “FOR” all of the Nominees. Board Recommendations Our Board of Directors recommends that the Shareholders voteFOR all of the nominees.   12  |  Notice of 2016 Annual Meeting & Proxy Statement Election of Directors Current Nominees For Board Of Directors   Executive Chairman of the Board Peter B. Orthwein Age:  70 Director Since:  1980 Mr. Orthwein, a co-founder of our Company, currently serves as Executive Chairman of the Board, having been appointed to this position in August of 2013 and having previously served as Chairman and Chief Executive Officer from November of 2009 to July of 2013. Mr. Orthwein has served as a director of our Company since its founding in 1980, Chairman of our Company from 1980 to 1986, Vice Chairman of our Company from 1986 to November of 2009, and Treasurer of our Company from 1980 to November of 2009. Our Nominating and Corporate Governance Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board. Skills and Qualifications: • Management • Business Operations • Finance/Capital Allocation • Financial Expertise/Literacy • Mergers & Acquisitions • Strategy NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       17     President and Chief Executive Officer Robert W. Martin Age:  47 Director Since:  2013 Mr. Martin has been with our Company since 2001 when we acquired Keystone RV where he worked since July of 1998. Mr. Martin currently serves as President and Chief Executive Officer. From August of 2012 to July of 2013, Mr. Martin served as the Company’s President and Chief Operating Officer. Mr. Martin previously served as President of our RV Group from January of 2012 to August of 2012. Prior to becoming President of our RV Group, Mr. Martin was President of Keystone RV from January of 2010 to January of 2012 and Executive Vice President and Chief Operating Officer of Keystone RV from January of 2007 to January of 2010. Mr. Martin has held various positions with Keystone RV, including Vice President of Sales and General Manager of Sales. Prior to joining Keystone RV, Mr. Martin held positions at Coachmen Industries, Inc., a former recreational vehicle and manufactured housing company. Our Nominating and Corporate Governance Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board. Skills and Qualifications: • Management • Business Operations • Marketing/Sales • Risk Management • Talent Management • Mergers & Acquisitions • Strategy • Business Ethics CURRENT NOMINEES FOR BOARD OF DIRECTORS     JAN H. SUWINSKI Age: 76 Director Since: 1999 Lead Director Thor Committees: •     Audit •    Compensation and Development (Chair) Outside Directorships: •    ACI Worldwide, Inc (2007 - Present) •    Tellabs, Inc. (1997 - 2013) Mr. Suwinski, who became a Director in July of 1999, joined the faculty of the Samuel-Curtis Johnson Graduate School of Management, Cornell University in July of 1996 and served as its Clinical Professor of Management and Operations, where heco-taught the Strategic Operations Immersion course, as well as courses in Business Strategy and Strategic Alliances. Mr. Suwinski retired from the faculty in June of 2016. Starting in 1965, Mr. Suwinski served in a variety of managerial roles at Corning, Incorporated, a global manufacturing company. From 1990 to 1996, Mr. Suwinski was Executive Vice President, Opto Electronics Group at Corning, Incorporated and, from 1992 to 1996, Mr. Suwinski was Chairman of Siecor, a Siemens/ Corning joint venture. Mr. Suwinski is currently a director of ACI Worldwide, Inc. and formerly a director of Tellabs, Inc.    Mr.��Suwinski served on the board of directors of Ohio Casualty Group, Inc. from 2002 to 2007. Our Nominating and Corporate Governance Committee and Board believe that his management experience and his significant public company board experience make him an asset to our Board. Skills and Qualifications: •    Academia/Education •    Business Ethics •    Management •    Business Operations         •    Corporate Governance •    Finance/Capital Allocation •    Risk Management •    Talent Management •    Strategy •    International •    Strategic Alliances   •WILSON JONES Age: 56 Director Since: 2014   Audit (Chair)Thor Committees: Outside Directorships: •     Audit •    Compensation and Development   Textron, Inc.Outside Directorships: (2007 –•    Association of Equipment Manufacturers (2010 - Present)   Mr. Jones, who became a Director in August of 2014, is the President and Chief Executive Officer of Oshkosh Corporation. Mr. Jones joined Oshkosh Corporation in 2005 and held senior leadership positions in the Fire & Emergency Segment until July of 2007 when he became President of Pierce Manufacturing, Inc. From September of 2008 to September of 2010, Mr. Jones held the position of Executive Vice President and President of the Fire & Emergency segment. From September of 2010 to August of 2012, Mr. Jones led the Access Equipment Segment as Executive Vice President and President, the largest business segment of the company, until his appointment to President and Chief Operating Officer. He was named President and Chief Executive Officer in January of 2016. Our Nominating and Corporate Governance Committee believe his experience in specialty vehicles and management experience make him an asset to our Board. Skills and Qualifications: •    Business Ethics •    Management •    Government/Public Policy •    Corporate Governance             •    Financial/Capital Allocation •    Risk Management •    International •    Marketing/Sales •    Mergers & Acquisitions •    Talent Management •    Technology/Systems •    Strategy •    Business Operations 18   Harley-Davidson, Inc. (2004 – 2009) NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT James L. Ziemer Age:  66 Director Since:  2010 Mr. Ziemer, who became a director in December of 2010, was the President, Chief Executive Officer, and a director of Harley-Davidson, Inc. from 2005 to 2009. Mr. Ziemer joined Harley-Davidson in 1969 and held a series of positions in manufacturing, engineering, accounting, parts and accessories, and finance. From 1991 until his election as the President and Chief Executive Officer of Harley-Davidson in 2005, he served as the Chief Financial Officer. Mr. Ziemer also served as President of The Harley-Davidson Foundation, Inc. from 1993 to 2006. Mr. Ziemer is currently a director of Textron, Inc. Our Nominating and Corporate Governance Committee and Board believe that Mr. Ziemer’s substantial management experience as a chief executive officer of a public company and his financial expertise and training, which qualify him as an “audit committee financial expert”, make him an asset to our Board. Skills and Qualifications: • Management • Business Operations • Corporate Governance • Finance/Capital Allocation • Financial Expertise/Literacy • International • Finance • Marketing/Sales • Risk Management • Strategy Notice of 2016 Annual Meeting & Proxy Statement    |  13 Election of Directors Current Directors Not Up For Re-Election   Thor Committees: •   Compensation and DevelopmentCURRENT NOMINEES FOR BOARD OF DIRECTORS • Nominating and Corporate Governance Andrew E. Graves Age:  57 Director Since:  2010 Mr. Graves, who became a director in December of 2010, is the Chief Executive Officer of Motorsport Aftermarket Group, a leading manufacturer, distributor, and on-line retailer of aftermarket products for the powersports industry. He joined this privately-held group in January of 2015. Previously, Mr. Graves served as the President of Brunswick Boat Group, a division of the Brunswick Corporation, an NYSE company. He was with Brunswick from 2005-2014. Prior to his time with Brunswick, Mr. Graves was President of Dresser Flow Solutions, a maker of flow control products, measurement systems, and power systems, from 2003 to 2005, and before that he was President and Chief Operating Officer of Federal Signal Corporation. Our Nominating and Corporate Governance Committee and Board believe that his extensive management experience in a related consumer durable business whose products are distributed through a dealer network makes him an asset to our Board. Skills and Qualifications: • Management • Business Operations • Finance/Capital Allocation • Financial Expertise/Literacy • Financial Services Industry • International • Marketing/Sales • Talent Management • Mergers & Acquisitions • Strategy     J. ALLEN KOSOWSKY Age: 69 Director Since: 2010 Thor Committees: •     Audit •    Nominating and Corporate Governance (Chair)   AuditOutside Directorships: •    BlackRidge Technology International, Inc. (2017 - present) •    Naugatuck Valley Corp. (2014 - 2015) •   CompensationMr. Kosowsky, who became a Director in March of 2010, is a certified public accountant who since 1985 has conducted business through his own advisory firm. The firm provides services that include business and Developmentintellectual property valuations, forensic accounting and financial analysis, and alternative dispute resolutions. From January of 2003 to February of 2010, Mr. Kosowsky served as the Chairman of the board of directors and Chairman of the audit committee for ON2 Technologies Inc., a U.S. based video compression software company, which was acquired by Google, Inc. On September 17, 2016, Mr. Kosowsky became a National Association of Corporate Directors fellow. In June of 2017, Mr. Kosowsky joined the board of BlackRidge Technology International, Inc., a cyber security software company and serves as the Lead Director, Chair of the audit committee, and a member of the compensation and nominating and governance committees. Our Nominating and Corporate Governance Committee and Board believe that his extensive accounting experience and his financial expertise and training, which qualify him as an “audit committee financial expert”, make him an asset to our Board.     Outside Directorships:Skills and Qualifications: •   Assoc. of Equipment Manufacturers•    Business Ethics (2010 – Present)•    Management •    Business Operations •    Corporate Goverance                      •    Finance/Capital Allocation •    Financial Expertise/Literacy •    Financial Services Industry •    International •    Finance •    Real Estate •    Risk Management •    Technology/Systmes •    Mergers & Acquisitions •    Strategy •    Taxation •    Litigation •    Cyber Security Wilson Jones Age:  55 Director Since:  2014 Mr. Jones, who became a director in August of 2014, is the President and Chief Executive Officer of Oshkosh Corporation. Mr. Jones joined Oshkosh Corporation in 2005 and held senior leadership positions in the Fire & Emergency Segment until July of 2007 when he became President of Pierce Manufacturing, Inc. From September of 2008 to September of 2010, Mr. Jones held the position of Executive Vice President and President of the Fire & Emergency segment. From September of 2010 to August of 2012, Mr. Jones led the Access Equipment Segment as Executive Vice President and President, the largest business segment of the company, until his appointment to President and Chief Operating Officer. He was named President and Chief Executive Officer in January of 2016. Our Nominating and Corporate Governance Committee believe his experience in specialty vehicles and management experience make him an asset to our Board. Skills and Qualifications: • Business Ethics • Management • Business Operations • Corporate Governance • Financial/Capital Allocation • Government/Public Policy • International • Marketing/Sales • Risk Management • Talent Management • Technology/Systems • Mergers & Acquisitions • Strategy NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       19 CURRENT DIRECTORS NOT UP FORRE-ELECTION     Thor Committees:PETER B. ORTHWEIN •    Audit •   Age: 72 Director Since: 1980 Executive Chairman of the Board Mr. Orthwein, aco-founder of our Company, currently serves as Executive Chairman of the Board, having been appointed to this position in August of 2013 and having previously served as Chairman and Chief Executive Officer from November of 2009 to July of 2013. Mr. Orthwein has served as a Director of our Company since its founding in 1980, Chairman of our Company from 1980 to 1986, Vice Chairman of our Company from 1986 to November of 2009, and Treasurer of our Company from 1980 to November of 2009. Our Nominating and Corporate Governance (Chair)Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board.     Outside Directorships:Skills and Qualifications: •    Management •    Finance/Capital Allocation •    Mergers & Acquisitions •    Business Operations                          •    Financial Expertise/Literacy •    Strategy   ANDREW GRAVES Age: 58 Director Since: 2010 Thor Committees: •    Compensation and Development •    Nominating and Corporate Governance Mr. Graves, who became a Director in December of 2010, is the Chief Executive Officer of Motorsport Aftermarket Group, a leading manufacturer, distributor, andon-line retailer of aftermarket products for the powersports industry. He joined this privately-held group in January of 2015. Previously, Mr. Graves served as the President of Brunswick Boat Group, a division of the Brunswick Corporation, an NYSE company. He was with Brunswick from 2005-2014. Prior to his time with Brunswick, Mr. Graves was President of Dresser Flow Solutions, a maker of flow control products, measurement systems, and power systems, from 2003 to 2005, and before that he was President and Chief Operating Officer of Federal Signal Corporation. Our Nominating and Corporate Governance Committee and Board believe that his extensive management experience in a related consumer durable business whose products are distributed through a dealer network makes him an asset to our Board. Skills and Qualifications: •    Management •    Business Operations •    International •    Financial Expertise/Literacy         •    Financial Services Industry •    Mergers & Acquisitions •    Marketing/Sales •    Talent Management •    Strategy •    Finance/Capital Allocation 20   Naugatuck Valley Corporation (2014 – 2015)NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT •   On2 Technologies, Inc. (2003 – 2010) J. Allen Kosowsky Age:  68 Director Since:  2010 Mr. Kosowsky, who became a director in March of 2010, is a certified public accountant who since 1985 has conducted business through his own advisory firm. The firm provides services that include business and intellectual property valuations, forensic accounting and financial analysis, and alternative dispute resolutions. From January of 2003 to February of 2010, Mr. Kosowsky served as the Chairman of the board of directors and Chairman of the audit committee for ON2 Technologies Inc., a U.S. based video compression software company, which was acquired by Google, Inc. On September 17, 2016, Mr. Kosowsky became a National Association of Corporate Directors fellow. Our Nominating and Corporate Governance Committee and Board believe that his extensive accounting experience and his financial expertise and training, which qualify him as an “audit committee financial expert”, make him an asset to our Board. Skills and Qualifications: • Business Ethics • Management • Business Operations • Corporate Governance • Financial/Capital Allocation • Financial Expertise/Literacy • Financial Services Industry • International • Finance • Real Estate • Risk Management • Technology/Systems • Mergers & Acquisitions • Strategy • Taxation • Litigation 14  |  Notice of 2016 Annual Meeting & Proxy Statement Election of Directors Current Directors Not Up For Re-Election     Thor Committees:   •   Nominating and Corporate GovernanceCURRENT DIRECTORS NOT UP FORRE-ELECTION   Outside Directorships:   • The Thompson Family Foundation, Inc. (2009 – Present)   • Woodstock School of Art (2002 – Present)   • Maverick Concerts, Inc. trustee (2002 – Present) Alan Siegel Age:  81 Director Since:  1983 Mr. Siegel, who became a director in September of 1983, is a retired partner of the law firm of Akin Gump Strauss Hauer & Feld LLP and currently serves as an officer and director of The Thompson Family Foundation, Inc., a charitable foundation created by Wade F. B. Thompson, the deceased co-founder of the Company. Mr. Siegel previously served as non-executive Chairman of the board of directors of The Wet Seal, Inc., a national retailer. He has also served on the board of directors of several other public and private companies, including Ermenegildo Zegna, AXA RE, and Southern Starr Broadcasting Group, Inc. Mr. Siegel is currently a Trustee of the Museum of the City of New York. Our Nominating and Corporate Governance Committee and Board believe that his experience with our Company and his legal and business background make him an asset to our Board. Skills and Qualifications: • Business Ethics • Management • Corporate Governance • Government/Public Policy • Insurance Industry • Real Estate • Risk Management • Mergers & Acquisitions • Legal • Strategy       LEAD DIRECTORROBERT W. MARTIN   Thor Committees:   •    Audit   •   Compensation Age: 48 Director Since: 2013 President and Development (Chair)Chief Executive Officer Mr. Martin has been with our Company since 2001 when we acquired Keystone RV where he worked since July of 1998. Mr. Martin currently serves as President and Chief Executive Officer. From August of 2012 to July of 2013, Mr. Martin served as the Company’s President and Chief Operating Officer. Mr. Martin previously served as President of our RV Group from January of 2012 to August of 2012. Prior to becoming President of our RV Group, Mr. Martin was President of Keystone RV from January of 2010 to January of 2012 and Executive Vice President and Chief Operating Officer of Keystone RV from January of 2007 to January of 2010. Mr. Martin has held various positions with Keystone RV, including Vice President of Sales and General Manager of Sales. Prior to joining Keystone RV, Mr. Martin held positions at Coachmen Industries, Inc., a former recreational vehicle and manufactured housing company. Our Nominating and Corporate Governance Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board.       Outside Directorships:Skills and Qualifications: •    Management •    Business Operations •    Marketing/Sales •    Risk Management                          •    Talent Management •    Mergers & Acquisitions •    Strategy •    Business Ethics   ALAN SIEGEL Age: 82 Director Since: 1983 Thor Committees: •    Nominating and Corporate Governance Outside Directorships: •    The Thompson Family Foundation, Inc. (2009 - Present) •    Woodstock School of Art (2002 - Present) •    Maverick Concerts, Inc. trustee (2002 - Present) Mr. Siegel, who became a Director in September of 1983, is a retired partner of the law firm of Akin Gump Strauss Hauer & Feld LLP and currently serves as an officer and director of The Thompson Family Foundation, Inc., a charitable foundation created by Wade F. B. Thompson, the deceasedco-founder of the Company. Mr. Siegel previously served asnon-executive Chairman of the board of directors of The Wet Seal, Inc., a national retailer. He has also served on the board of directors of several other public and private companies, including Ermenegildo Zegna, AXA RE, and Southern Starr Broadcasting Group, Inc. Mr. Siegel is currently a Trustee of the Museum of the City of New York. Our Nominating and Corporate Governance Committee and Board believe that his experience with our Company and his legal and business background make him an asset to our Board. Skills and Qualifications: •    Business Ethics •    Management •    Real Estate •    Government/Public Policy                      •    Insurance Industry •    Legal •    Risk Management •    Mergers & Acquisitions •    Strategy •    Corporate Governance NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT         ACI Worldwide, Inc (2007 – Present)21 CURRENT DIRECTORS NOT UP FORRE-ELECTION   JAMES L. ZIEMER Age: 67 Director Since: 2010 Thor Committees: •    Audit (Chair) •    Nominating and Corporate Governance Outside Directorships: •    Textron, Inc. (2007 - Present) •    Harley Davidson, Inc. (2004 - 2009) Mr. Ziemer, who became a Director in December of 2010, was the President and Chief Executive Officer at Harley Davidson, Inc. from 2005-2009 and served as a director for that company from 2004-2009. Mr. Ziemer joined Harley-Davidson in 1969 and held a series of positions in manufacturing, engineering, accounting, parts and accessories, and finance. From 1991 until his election as the President and Chief Executive Officer of Harley-Davidson in 2005, he served as the Chief Financial Officer. Mr. Ziemer also served as President of The Harley-Davidson Foundation, Inc. from 1993 to 2006. Mr. Ziemer is currently a director of Textron, Inc. Our Nominating and Corporate Governance Committee and Board believe that Mr. Ziemer’s substantial management experience as a chief executive officer of a public company and his financial expertise and training, which qualify him as an “audit committee financial expert”, make him an asset to our Board. Skills and Qualifications: •    Management •    Business Operations •    International •    Finance/Capital Allocation                  •    Financial Expertise/Literacy •    Risk Management •    Finance •    Marketing/Sales •    Business Ethics •    Strategy •    Corporate Governance 22   NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT Our Board of Directors: Structure and Committees NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       Tellabs, Inc. (1997 – 2013)23 Jan H. Suwinski Age:  75 Director Since:  1999Our Board of Directors: Corporate Governance Mr. Suwinski, who became a director in July Good corporate governance is the foundation of 1999, joined the facultyany good company. At Thor, our Board and management are dedicated to governance processes, practices, and policies that ensure an environment of the Samuel-Curtis Johnson Graduate School of Management, Cornell Universityhighest integrity. Corporate Governance As in July of 1996 and served as its Clinical Professor of Management and Operations, where he co-taught the Strategic Operations Immersion course, as well as coursesprior years, in Business Strategy and Strategic Alliances. Mr. Suwinski retired from the faculty in June of 2016. Starting in 1965, Mr. Suwinski servedFiscal Year 2017, our Board engaged in a varietythorough analysis of managerial roles at Corning, Incorporated, a global manufacturing company. From 1990 to 1996, Mr. Suwinski was Executive Vice President, Opto Electronics Group at Corning, Incorporatedits governance positions. During and from 1992 to 1996, Mr. Suwinski was Chairmanafter the fiscal year, several key actions were taken by our Board regarding our governance policies and practices. Thor’s Board-adopted Governance Guidelines serve as the framework for consistently effective governance of Siecor, a Siemens/ Corning joint venture. Mr. Suwinski is currently a director of ACI Worldwide, Inc.the Company. The Guidelines are regularly reviewed and formerly a director of Tellabs, Inc. Mr. Suwinski servedupdated and are available for review on the board of directors of Ohio Casualty Group, Inc. from 2002 to 2007. our website,www.thorindustries.com. Board Selection Process Our Nominating and Corporate Governance Committee screens candidates and recommends nominees to the full Board. OurBy-laws provide that our Board believemay set the number of Directors at no fewer than one (1) and no more than fifteen (15). Our Board currently consists of eight (8) Directors who are divided into three (3) classes. Our Nominating and Corporate Governance Committee has relied upon board search firms in identifying suitable candidates. During this process, the Board engages in an evaluation of a widely-diverse set of candidates. Recently, our Board adopted a diversity policy, requiring the initial list of prospective candidates to include qualified candidates with diversity of race, ethnicity, and gender. An important consideration in our prospective Board member evaluation includes his or her obligation to their primary company and/or to other boards that his management experience and his significant public company board experience make him an assetwould detract from their obligation to fully serve on our Board. Skills Further, the Committee will consider Shareholder nominations of candidates for our Board on the same basis as Board-identified candidates, provided that any such nominee possesses the requisite business, management, and Qualifications: • Academia/Education • Business Ethics • Management • Business Operations • Corporate Governance • Finance/Capital Allocation • Risk Management • Talent Management • Strategy • International • Strategic Allianceseducational experience. Proxy Access At our December Board meeting, the Board will vote on a proposal to amend ourNoticeBy-laws to allow a group of 2016 Annual Meeting &up to twenty (20) Shareholders who have owned at least 3% of our outstanding shares for a period of at least three (3) years to nominate up to two (2) or 25% of the seats up for election, whichever is greater and include those nominations in our Proxy Statement |  15 Our Board of Directors and in connection therewith to adopt certain advance notice provisions for Shareholder proposals. Board CommitteesStructure And Leadership Our Board structure consists of an Executive Chairman, our founder Peter B. Orthwein, and an Independent Lead Director, Jan Suwinski. Our Board is also led by strong Committee chairs, Messrs. Suwinski (Compensation and Development), Kosowsky (Nominating and Corporate Governance), and Ziemer (Audit). Our Board has three committeesCommittees with the principal functions described below. The charters of each of these committeesCommittees are posted on our website atwww.thorindustries.com and are available in print to any Shareholder who requests them. Audit Committee AUDIT COMMITTEE The principal functions of our Audit Committee are to:   Recommend engagementAttend to the appointment, retention, termination, and oversight, including the approval of ourcompensation, of the Company’s independent registered public accounting firmauditors.   Maintain communications among our Board, our independent registered public accounting firm, and our internal accounting staff with respect to accounting and auditing procedures, implementation of recommendations by such independent registered public accounting firm, the adequacy of our internal controls, and related matters. Review and approve the annual audit plan and all major changes to the plan. 24 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT Our Board of Directors: Corporate Governance Review and discuss, with management and independent auditor, financial statements and disclosure matters and prepare relevant reports with respect thereto.   Oversee the selection and removal of the internal audit directordirector. Committee Members James L. Ziemer*, Chair J. Allen Kosowsky* Jan H. Suwinski Wilson Jones *Our Board has determined that Mr. Kosowsky and Mr. Ziemer are “audit committee financial experts” as defined in Section 407 of the Sarbanes-Oxley Act of 2002 Met in person, by telephone, or took action by unanimous written consent during Fiscal Year 2016: 7 times Each member of each committee is independent in accordance with the rules of the NYSE and our Director Independence Standards, which are available on our website,www.thorindustries.com   Oversee compliance and risk management matters, including reviewing the Company’s code of business conduct and ethics. COMPENSATION AND DEVELOPMENT COMMITTEE Review and approve all related-party transactions, defined as those transactions required to be disclosed under item 404 of RegulationS-K. Compensation and Development Committee The principal functions of our Compensation and Development Committee are to:   Establish and review executive compensation policies and guiding principlesprinciples.   Review and approve the compensation of our Executive Chairman and our Chief Executive Officer and evaluate their performance in light of such compensationcompensation.   Review and approve the compensation of our other executive officersExecutive Officers.   Evaluate and approve the design of compensation and benefit programs for our executive officersExecutive Officers.   Assist the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programsprograms.   Review management and leadership development, succession planning, and retention for our CompanyCompany. Committee Members Jan H. Suwinski, Chair Andrew Graves Wilson Jones Met in person, by telephone, or took action by unanimous written consent during Fiscal Year 2016: 10 times NOMINATING AND CORPORATE GOVERNANCE COMMITTEENominating and Corporate Governance Committee The principal functions of our Nominating and Corporate Governance Committee are to:   Address all matters of corporate governancegovernance.   Evaluate qualifications and candidates for positions on our Board using the criteria set forth under the heading “Proposal 1 – Election of Directors”.   Review succession plans, including policies and principles for the selection and performance review of the Chief Executive OfficerOfficer.   Establish criteria for selecting new directors,Directors, nominees for Board membership, and the positions of Executive Chairman and Chief Executive OfficerOfficer.   Review all components of compensation for independent directorsDirectors.   Determine whether a directorDirector should be invited to stand for re-election Committee Members J. Allen Kosowsky, Chair Andrew Graves Alan Siegel Met in person, by telephone, or took action by unanimous written consent during Fiscal Year 2016: 4 times re-election.   NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       25       NAME     BOARD     AUDIT COMMITTEE     COMPENSATION AND DEVELOPMENT COMMITTEE       NOMINATING AND         CORPORATE GOVERNANCE         COMMITTEE               Andrew Graves       ✓           ✓       ✓       Wilson Jones       ✓       ✓       ✓           J. Allen Kosowsky*       ✓     ✓           Chair       Robert W. Martin       ✓                   Peter B. Orthwein       ✓                   Alan Siegel       ✓               ✓       Jan Suwinski       Lead       ✓       Chair           James Ziemer*       ✓       Chair           ✓         Total Fiscal Year 2017 Meetings     5     8     9     4       * Our Board has determined that Mr. Kosowsky and Mr. Ziemer are “audit committee financial experts” as defined in Section 407 of the Sarbanes-Oxley Act of 2002..     Each member of each Committee is independent in accordance with the rules of the NYSE and our Director Independence Standards which are available on our website, www.thorindustries.com. 16  |  Notice of 2016 Annual Meeting & Proxy Statement Director Independence Two of our eight Directors are employed by our Company (Messrs. Orthwein and Martin). With the exception of these two individuals, our Board is comprised entirely of “independent” Directors as that term is defined by both NYSE listing standards and our own Governance Guidelines. The Board conducts an annual review to determine the continued “independence” of all of our independent Directors (Messrs. Suwinski, Ziemer, Graves, Kosowsky, Siegel, and Jones). Independent Director Meetings Thor’s independent Directors, as an entire body or part thereof, meet in executive session at the conclusion of each Audit Committee meeting and Compensation and Development Committee meeting as well as upon the conclusion of each Board meeting. Director Attendance During our Fiscal Year 2017, the Board of Directors held five (5) meetings. In the aggregate, current Directors attended 100% of the total meetings of the full Board. No current Director attended less than 86% of the combined total meetings of the full Board and the Committees on which the Director served during this past year. All of the members of the Board are encouraged, but not required, to attend the Company’s Annual Meeting of Shareholders. All of the members of the Board attended the Company’s 2016 Annual Meeting. Annual Board And Committee Evaluation Each year, our Board conducts evaluations of each Committee and the Board as a whole. This process includes evaluation of the individual members of Committees and the Board. The evaluation includes a process of dynamic feedback designed to identify areas of increased focus. Board Risk Oversight At both the full Board and Committee level, a primary function of our Board of Directors is to oversee the Company’s risk profile and the processes established by management for 26 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT Our Board of Directors Directors: Corporate Governance   CORPORATE GOVERNANCE Good corporate governance is the foundation upon which our Company operates. Thor’s Board-adopted Governance Guidelines serve as the framework for consistently effective governance of the Company. The Guidelines are regularly reviewed and updated and are available for you to review on our website, www.thorindustries.com. BOARD SELECTION PROCESS Our Nominating and Corporate Governance Committee screens candidates and recommends nominees to the full Board. Our By-laws provide that our Board may set the number of directors at no less than one (1) and no more than fifteen (15). Our Board currently consists of eight (8) directors who are divided into three (3) classes. The Board is well aware that a classified Board is not a favored practice by shareholder advisory firms. Careful consideration of the current classified structure is made on an annual basis. Through this process, the Board has determined that the business of Thor is such that a classified board allows for continuity of understanding of our unique industry that is essential to the ultimate mission of driving long-term shareholder value. While it maintains the classified structure, the Board’s recognition of the importance of the injection of fresh points of view is demonstrated by the fact that there is a broad range of ages of our board members, providing for planned and stable succession opportunities that have brought fresh points of view to our Board and will continue to do so in the years to come. Our Nominating and Corporate Governance Committee has relied upon board search firms in identifying suitable candidates. During this process, the Board engages in evaluation of a widely-diverse set of candidates. An important consideration in our prospective Board member evaluation includes his or her obligation to their primary company and/ or to other boards that would detract from their obligation to fully serve on our Board. Further, the Committee may consider Shareholder nominations of candidates for our Board provided that any such nominee possesses the requisite business, management, and educational experience. BOARD LEADERSHIP Currently, our Board leadership consists of an Executive Chairman, our founder Peter Orthwein, a Lead Independent Director, Jan Suwinski, and strong committee chairs: Jim Ziemer (Audit), Jan Suwinski (Compensation and Development), and Allen Kosowsky (Nominating and Corporate Governance). DIRECTOR INDEPENDENCE Two of our eight directors are employed by our Company (Messrs. Orthwein and Martin). With the exception of these two individuals, our Board is comprised entirely of “independent” directors as that term is defined by both NYSE listing standards and our own Governance Guidelines. The Board conducts an annual review to determine the continued “independence” of all of our independent directors (Messrs. Suwinski, Ziemer, Graves, Kosowsky, Siegel, and Jones). INDEPENDENT DIRECTOR MEETINGS Thor’s independent directors, as an entire body or part thereof, meet in executive session at the conclusion of each Audit Committee meeting and Compensation and Development Committee meeting as well as upon the conclusion of each Board meeting. DIRECTOR ATTENDANCE During our Fiscal Year 2016, the Board of Directors held eight (8) meetings. In the aggregate, current Directors attended 97% of the combined total meetings of the full Board and the Committees on which they served during our Fiscal Year 2016 year. No current Director attended less than 92% of the combined total meetings of the full Board and the Committees on which the Director served during this past year. ANNUAL BOARD AND COMMITTEE EVALUATION Each year, our Board conducts evaluations of each Committee and the Board as a whole. This process includes evaluation of the individual members of Committees and the Board. The evaluation process includes a process of dynamic feedback designed to identify areas of increased focus. BOARD RISK OVERSIGHT At both the full Board and Committee level, a primary function of our Board of Directors is to oversee the Company’s risk profile and the processes established by Management for managing risk. Our Board and its Committees regularly evaluate these risks and the mitigation strategies employed by Management.management. In general terms, our Committees oversee the following risks: Audit Committee: All risks related to financial controls, including all applicable legal, regulatory, and compliance risks, as well as the overall risk management governance structure, including evaluating and responding to the assessments of both our Internal Audit Department and our External Auditors. Compensation and Development Committee:Committee All risks associated with the design and elements of our compensation program and related compliance issues. issues, and all risks associated with process of developing our people and succession planning. Notice of 2016 Annual Meeting & Proxy Statement    |  17 Our Board of Directors Nominating and Corporate Governance Committee:Committee All risks that are managed bywithin the scope of the Company’s governance programs and the applicable compliance issues. In performing its oversight responsibilities, the Board relies, in part, upon the results and information gained through the Company’s Enterprise Risk Management Program, and considers the program for amendment, as appropriate. The program is robust and designed to ensure appropriate risk monitoring of and controls onover risks associated with our business. Risks evaluated through the program include, but are not limited to, strategic risk,strategy, acquisitions integration, risk, legal, risk, compliance, risk, human resources, risk, mergers & acquisitions, risk, IT & cyber risk,security, operations, risk, and finance risk.risks. The Board receives regular reports from Managementmanagement regarding the status of its risk management programs, and provides input and direction designed to keep the risk management programs effective against dynamic and ever-evolving risks applicable generally to commercial enterprises and specifically to our Company. The Board and Managementmanagement have developed a culture of risk awareness and risk management that includes annual company-wideCompany-wide ethics training. Throughtraining.Through this constant process, the Company gains input from a great number of its employees as it evaluates the risks and updates its management plan accordingly. SUCCESSION PLANNINGDiversity Policy In Fiscal Year 2017, our Board formalized a diversity policy that it has followed in recent Board candidate searches. Under the Board’s diversity policy, the initial list of candidates to be considered must include qualified candidates with diversity of race, ethnicity, and gender. Succession Planning Our Board is actively engaged and involved in talent management. Our succession plan and talent management programs are reviewed semi-annually with the Compensation and Development Committee, and then reviewed and considered by the full Board. These discussions include an on- goingon-going evaluation of our talent and leadership bench and the succession plan that envisions those individuals’ advancement to key positions in our Company. In addition, high potentialhigh-potential employees are regularly evaluated and engaged in comprehensive training, both on the job and in the classroom. During our Fiscal Year 2016, we instituted a program of executive studies through the University of Notre Dame where high potentialin which high-potential employees and top leveltop-level management participatedparticipate in a series of comprehensive programs designed to provide further education that is relevant to their job functions. Mandatory Resignation Policy In Fiscal Year 2017, our Board implemented a mandatoryage-based resignation policy, requiring each Director who is 72 years of age or older to submit his or her resignation for consideration by the Board at our October Board meeting for action at our Annual Meeting. NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       27 SHAREHOLDER COMMUNICATIONSShareholder Communications We encourage shareholderShareholder communication with the Company. Any communications from interested parties directed toward our Board or independent directorsDirectors specifically may be sent to Alan Siegel, one ofJan Suwinski, our independent Directors,Lead Independent Director, who forwards to each of the other Board members or independent directorsDirectors, as appropriate, any such communications that, in the opinion of Mr. Siegel,Suwinski, deal with the functions of our Board or the Committees thereof or that he otherwise determines require their attention. Mr. Siegel’sSuwinski’s address for this purpose is c/o Thor Industries, Inc., Attention: Corporate Secretary, 601 East Beardsley Avenue, Elkhart, IN 46514. CODE OF ETHICSCode Of Ethics We have adopted a written code of ethics, the “Thor Industries, Inc. Business Ethics Policy”, which is applicable to all of our directors, officers,Directors, Officers, and employees, including our principal executive officer, principal financial officer, principal accounting officerExecutive Officer, Principal Financial Officer, Principal Accounting Officer or controller,Controller, and other executive officersExecutive Officers identified in this Proxy Statement who perform similar functions (collectively, (collectively, the “Selected Officers”). Our code of ethics is posted on our website found atwww.thorindustries.com and is available in print to any Shareholder who requests it. Each year members of the management teams at each of our subsidiaries as well as our NEOs engage in training on our Business Ethics Policy. We intend to disclose any changes in, or waivers from, our code of ethics applicable to any Selected Officer on our website or by filing a Form8-K with the SEC. OUR GOVERNANCE PRACTICESOur Governance Practices Thor is committed to governance principles that are designed to be in the best interest of our Shareholders. In doing so, ourOur Board evaluates each governance opportunityprinciple as it uniquely applies to Thor. In some instances, this leads our Board to adopt and/or maintain policies that it deems in the best interest of Thor that may not be fully consistent with the views held by others. These decisions and determinations are not made lightly; instead, great consideration is given to the adoption of principles best suited to Thor’s long-term success. Controlling governance principles include:   Our Board currently has a total of eight (8) members, six (6) of whom are independent, and all of whom have significant business operations and/or management experience.   Directors are elected by a majority of votes cast.cast in uncontested elections.   The Board and each of its Committees conducts an annual self-evaluation as does each Committee of the Board.self-evaluation.   Our Board and NEOs have stock ownership and retention guidelines. In our Fiscal Year 2015, the guidelines applicable to Directors were increased to an amount equal to three (3) times the annual retainer paid to the Directors.   18  |  Notice of 2016 Annual Meeting & Proxy Statement Our Board of Directors We closely monitor the alignment of our NEO compensation with our long-term shareholderShareholder return.   We maintain a policy prohibiting derivative trading, hedging, and pledging by our Section 16 officersOfficers and directors.Directors.   In our Fiscal Year 2013, we adopted a “no-fault”“no-fault” clawback policy that requires all recipients of incentive compensation to repay any compensation awarded for earningsbased on financial results that are subsequently restated.   The Board regularly reviews the Company’s succession plan and talent management program.   There is no shareholderShareholder rights plan. Thor maintains noplan or “poison pill”.   We operatehistorically operated as a classified Board.Board but have developed a proposal to declassify the Board to be presented for Board action in December of 2017 and considered by the Shareholders at our 2018 Annual Meeting.   Our Board instituted a mandatory resignation policy, requiring each Director 72 years of age or older to submit his or her resignation for consideration by the Board. 28 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT Our Board of Directors: Corporate Governance There is no enhancement of executive compensation upon a change in control.   In our Fiscal Year 2015, Thor’s Board approved (for implementation in Fiscal Year 2016) a double trigger for all future awards and grants requiring either a corresponding change in employment status or the failure of acquirer to assume the award before any change in control would result in the accelerated vesting of such award and/or grant.   In our Fiscal Year 2015, Managementmanagement and the Board adopted a shareholderShareholder engagement strategy that resulted in direct communications with many of our Shareholders and created the opportunity and expectation of a continuation of such outreach in the coming years. DIRECTOR COMPENSATION There were no changes to our Director compensation in Fiscal Year 2017. Each of ournon-employee directors Directors receives an annual cash retainer of $170,000, payable quarterly, plus expenses. Our Lead Director and the Chair of our Audit Committee each receive an additional annual cash retainer of $20,000, payable quarterly. The Chair of theour Compensation and Development Committee receives an additional annual cash retainer of $20,000 and the Chair of theour Nominating and Corporate Governance Committee receives an additional annual retainer of $10,000, all of which is payable quarterly. The following table summarizes the compensation paid to ournon-employee directors Directors in Fiscal Year 2016.2017:      NAME        FEES EARNED OR PAID IN CASH ($)1      OPTION AWARDS ($)      STOCK AWARDS ($)2           TOTAL                         Andrew Graves        $170,000        –          $84,690             $254,690                     Wilson Jones        $170,000        –          $84,690             $254,690                     J. Allen Kosowsky        $180,000        –          $84,690             $264,690                     Alan Siegel        $170,000        –          $84,690             $254,690                     Jan H. Suwinski        $210,000        –          $84,690             $294,690                     James L. Ziemer        $190,000        –          $84,690             $274,690               (1) Fees consist of an annual cash retainer for Board and Committee service and an additional annual cash retainer paid to the Lead Director and the Committee Chairs. (2) Stock Awards consist of a restricted stock unit award of 1,000 units each on October 10, 2016, under our 2016 Plan, which award vests on the anniversary date of the date of grant.    Name        Fees Earned or Paid in Cash ($) 1      Option Awards ($)      Stock Awards ($) 2      Total ($)      Andrew E. Graves      $170,000      —      $55,370      $225,370      Wilson Jones      $170,000      —      $55,370      $225,370      J. Allen Kosowsky      $180,000      —      $55,370      $235,370      Alan Siegel      $170,000      —      $55,370      $225,370      Jan H. Suwinski      $210,000      —      $55,370      $265,370      James L. Ziemer      $190,000      —      $55,370      $245,370       (1) Fees consist of an annual cash retainer for Board and Committee service and an additional annual cash retainer paid to the Lead Director and the Committee Chairs. (2) Stock Awards consist of a restricted stock unit award of 1,000 units each on October 9, 2015, under our 2010 Plan, which award vests on the anniversary date of the date of grant. NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       29 Notice of 2016 Annual Meeting & Proxy Statement    |  19 Executive Officers Who Are Not Directors Executive Officers Who Are Not Directors The following is a list of the names, ages, titles, and certain biographical information of our current executive officers who are not directors as of October 27, 2016. Executive officers serve at the discretion of our Company.   EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS The following is a list of the names, ages, titles, and certain biographical information of our current Executive Officers who are not Directors as of November 2, 2017. Executive Officers serve at the discretion of our Board of Directors.    COLLEEN ZUHL Age: 51 Senior Vice President and Chief Financial Officer Ms. Zuhl, a Certified Public Accountant, joined our Company in June of 2011, currently serving as Senior Vice President and Chief Financial Officer. Prior to accepting her role as Vice President and Chief Financial Officer in October of 2013, Ms. Zuhl served the Company as Vice President and Controller from February of 2013 to October of 2013, Interim Chief Financial Officer from October of 2012 to February of 2013, and Director of Finance from June of 2011 to October of 2012. Prior to joining our Company, Ms. Zuhl served as Chief Financial Officer of All American Group, Inc. (formerly known as Coachmen Industries, Inc.), then a recreational vehicle and manufactured housing company listed on the NYSE, from August of 2006 to June of 2011. Colleen Zuhl Age:  50 Mrs. Zuhl, a Certified Public Accountant, joined our Company in June of 2011, currently serving as Senior Vice President and Chief Financial Officer. Prior to accepting her role as Vice President and Chief Financial Officer in October of 2013, Mrs. Zuhl served the Company as Vice President and Controller from February of 2013 to October of 2013, Interim Chief Financial Officer from October of 2012 to February of 2013, and Director of Finance from June of 2011 to October of 2012. Prior to joining our Company, Mrs. Zuhl served as Chief Financial Officer of All American Group, Inc. (formerly known as Coachmen Industries, Inc.), then a recreational vehicle and manufactured housing company listed on the NYSE, from August of 2006 to June of 2011.    TODD WOELFER Age: 50 Senior Vice President, General Counsel, and Corporate Secretary Mr. Woelfer joined our Company in August of 2012, serving as Senior Vice President, General Counsel, and Corporate Secretary Secretary. Prior to joining our Company, Mr. Woelfer served as managing partner of May Oberfell Lorber where his practice focused on advising corporate clients. From May of 2007 through May of 2010, Mr. Woelfer served as General Counsel to All American Group, Inc. (formerly known as Coachmen Industries, Inc.), then a recreational vehicle and manufactured housing company listed on the NYSE. Todd Woelfer Age:  49 Mr. Woelfer joined our Company in August of 2012, serving as Senior Vice President, General Counsel, and Corporate Secretary. Prior to joining our Company, Mr. Woelfer served as managing partner of May Oberfell Lorber where his practice focused on advising corporate clients. From May of 2007 through May of 2010, Mr. Woelfer served as General Counsel to All American Group, Inc. (formerly known as Coachmen Industries, Inc.), then a recreational vehicle and manufactured housing company listed on the NYSE.    KENNETH D. JULIAN Age: 50 Senior Vice President of Administration and Human Resources Mr. Julian has been with our Company since March of 2004, currently serving as Senior Vice President of Administration and Human Resources. Mr. Julian served as Vice President, Human Resources from July of 2009 until August of 2014. Mr. Julian previously served as Vice President of Administration of Keystone RV from March of 2004 to June of 2009. Prior to joining our Company, Mr. Julian served as the Director of Operations and Human Resources, as well as Corporate Secretary, for Ascot Enterprises, Inc. from February of 1989 to March of 2004 Kenneth D. Julian Age:  49 Mr. Julian has been with our Company since March of 2004, currently serving as Vice President of Administration and Human Resources. Mr. Julian served as Vice President, Human Resources from July of 2009 until August of 2014. Mr. Julian previously served as Vice President of Administration of Keystone RV from March of 2004 to June of 2009. Prior to joining our Company, Mr. Julian served as the Director of Operations and Human Resources, as well as Corporate Secretary, for Ascot Enterprises, Inc. from February of 1989 to March of 2004. 20  |  Notice of 2016 Annual Meeting & Proxy Statement Proposal 2 – Ratification Of Our Independent Registered Public Accounting Firm   The Audit Committee of the Board has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to perform the audits of our financial statements and our internal control over financial reporting for the Fiscal Year ending July 31, 2017. Deloitte was our independent registered public accounting firm for the Fiscal Year ended July 31, 2016. Unless a Shareholder directs otherwise, proxies will be voted FOR the approval of the selection of Deloitte as our independent registered public accounting firm for the Fiscal Year ending July 31, 2017. Representatives of Deloitte will be present at the Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to any Shareholder questions that may be asked. We are asking our Shareholders to ratify the selection of Deloitte as our independent registered public accounting firm. Although ratification is not required, the Board is submitting the selection of Deloitte to our Shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and our Shareholders. 30 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT   Ratification of our Independent Registered Public Accounting Firm PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to perform the audits of our financial statements and our internal control over financial reporting for the Fiscal Year ending July 31, 2018. Deloitte was our independent registered public accounting firm for the Fiscal Year ended July 31, 2017. Unless a Shareholder directs otherwise, proxies will be voted FOR the approval of the selection of Deloitte as our independent registered public accounting firm for the Fiscal Year ending July 31, 2018. Representatives of Deloitte will be present at the Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to any Shareholder questions that may be asked. We are asking our Shareholders to ratify the selection of Deloitte as our independent registered public accounting firm. Although ratification is not required, the Board is submitting the selection of Deloitte to our Shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and our Shareholders. Independent Registered Public Accounting Firm Fees (Paid To Deloitte & Touche LLP) The following table represents the aggregate fees billed to us for Fiscal Years 2017 and 2016 by Deloitte:             FISCAL YEAR 2017    FISCAL YEAR 2016              Audit Fees    $ 1,812,108              $ 1,654,500                      Audit-Related Fees    –              $    385,573                      Subtotal    $ 1,812,108              $ 2,040,073                      Tax Fees    $    378,300              $    392,675                      All Other Fees    –              –                      Total Fees    $ 2,190,408              $ 2,432,748                 The Board of Directors recommends that the Shareholders vote “FOR” the ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm. Independent Registered Public Accounting Firm Fees (Paid To Deloitte & Touche LLP) The following table represents the aggregate fees billed to us for Fiscal Years 2016 and 2015 by Deloitte: NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       31          Fiscal Year 2016                 Fiscal Year 2015       Audit Fees          $1,654,500                        $1,484,000            Audit-Related Fees              $385,573                              –                     Subtotal              $2,040,073                              $1,484,000              Tax Fees              $392,675                              $779,809              All Other Fees              –                                  –                  Total Fees              $2,432,748                        $2,263,809           Audit Fees.Fees Represents fees for professional services provided for the audit of our annual financial statements, the audit of our internal control over financial reporting, the review of our quarterly financial statements, and audit services provided in connection with other statutory or regulatory filings. Audit-Related Fees.Fees Represents fees for assurance and related services which are reasonably related to the audit of our financial statements. For Fiscal Year 2016, the“Audit-Related “Audit-Related Fees” category primarily related to the Jayco acquisition for which Deloitte was a crucial advisor.acquisition. Tax Fees.Fees Represents fees for professional services related to taxes, including the preparation of domestic and international returns, tax examinations assistance, and tax planning. All Other Fees.Fees Represents fees for products and services provided to us not otherwise included in the categories above. Our Audit Committee has considered whether performance of services other than audit services is compatible with maintaining the independence of Deloitte. Our Audit Committee has adopted a formal policy concerning the approval of audit andnon-audit services to be provided by the independent registered public accounting firm to us. The policy requires that all services Deloitte, our independent registered public accounting firm, may provide to us, including audit services and permitted audit-related andnon-audit services, bepre-approved by our Audit Committee. Our Audit Committeepre-approved all audit andnon-audit services provided by Deloitte during Fiscal Year 2016.2017. Board Recommendations Our Board of Directors recommends that the Shareholders voteFOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.   32 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT   Notice of 2016 Annual Meeting & Proxy Statement    |  21 Report of the Audit Committee   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, monitoring compliance with laws, regulations, and standards of business conduct. The Audit Committee operates under a written charter, a copy of which is available on our Company’s website atwww.thorindustries.com and is available in print to any Shareholder who requests it. Management of the Company has the primary responsibility for the financial reporting process, including the system of internal control. In Fiscal Year 2016,2017, the Company’s internal audit department performed extensive diligence and intensive review of the Company’s internal control processes. Deloitte & Touche LLP, an independent registered public accounting firm acting as the Company’s independent auditor, is responsible for performing an independent audit of the Company’s consolidated financial statements and an assessment of the Company’s internal control over financial reporting in accordance with the standards of the United States Public Company Accounting Oversight Board (“PCAOB”) and issuing reports thereon. In carrying out its duties, the Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the Fiscal Year ended July 31, 2016,2017 with the Company’s Managementmanagement and Deloitte. The Audit Committee has also discussed with Deloitte the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees,” as amended, as adopted by the PCAOB. In addition, the Audit Committee has received the disclosures from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence and has discussed with Deloitte its independence from the Company. Based on the foregoing reports and discussions and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Charter of the Audit Committee, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form10-K for the Fiscal Year ended July 31, 2016.2017. The Board of Directors has affirmatively determined that each of the members of the Audit Committee is “independent” as defined under the rules of the NYSE. The Audit Committee James L. Ziemer, Chair J. Allen Kosowsky Jan H. Suwinski Wilson Jones 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. 22  |  Notice of 2016 Annual Meeting & Proxy Statement Proposal 3 – Advisory Vote To Approve The Compensation Of Our NEOs     NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       33 Advisory Vote to Approve the Compensation of our NEOs InPROPOSAL 3 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NEOs The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, provides that the Company’s Shareholders have the opportunity to vote to approve, on anon-binding advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement in accordance with SEC rulesthe Securities and consistent with our Board’s goalExchange Commission’s rules. The Company plans to provide this opportunity on an annual basis, subject to consideration of transparency to our Shareholders, we provide our 2016 “Compensation Discussion and Analysis.”the results of the advisory vote on the frequency of future advisory votes on Named Executive Officer compensation (as described below). Our compensation program for our Named Executive Officers is designed to: (i) closely align compensation with our profitability and performance and thereby with the objectives of long-term holders of our stock; (ii) link compensation to specific, measurable, and long-term value-creating results; and (iii) enable us to attract and retain key executive talent. Our Shareholders are asked to approve our compensation program through what is commonly called the “Say on Pay” vote. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and through theirthe philosophy, policies, and practices described in this Proxy Statement. The Say on Pay vote is advisory, and therefore not binding on the Company, the Compensation and Development Committee or the Board. The Board and the Committee will review the voting results and consider them, along with any specific insight gained from Shareholders of the Company and other information relating to the Shareholder vote on this proposal, when making future decisions regarding executive compensation. Through your vote of approval, we ask that you endorse the following resolution: RESOLVED, that the compensation paid to the Company’s named executive officers,Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including disclosures in the Compensation Discussion and Analysis section, the compensation tables, and any related material disclosed in this Proxy Statement, is hereby APPROVED.   The Board of Directors recommends that the Shareholders vote “FOR” the resolution approving the compensation of our Named Executive Officers. Board Recommendations Our Board of Directors recommends that the Shareholders voteFOR the resolution approving the compensation of our Named Executive Officers. 34 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT   Notice of 2016 Annual Meeting & Proxy Statement    |  23 Compensation Discussion and Analysis       Advisory Vote on Frequency of Executive Compensation Vote PROPOSAL 4 – ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE (The Say on Frequency Vote)   Pursuant to Section 14A of the Securities Exchange Act of 1934, we are providing our Shareholders the opportunity to cast anon-binding, advisory vote on whether a Say on Pay vote on the compensation of our NEOs should be held every year, every two years, or every three years. This proposal is also referred to as the “Say on Frequency” vote. Our prior Say on Frequency vote occurred in 2011, with the majority of Shareholders voting to hold the advisory Say on Pay vote every year. As such, we have sought an advisory Say on Pay vote annually since 2011, and we believe that seeking an advisory Say on Pay vote every year remains the best choice for the Company and its Shareholders at the present time. Our recommendation for a vote of “every year” is indicative of the strong belief that we have in our executive compensation programs and their effectiveness. Shareholders may cast a vote on the preferred frequency by selecting the option of every year, every two years, or every three years (or abstain) when voting. This vote isnon-binding; however, we highly value the opinions of our Shareholders. Accordingly, the Board and the Compensation and Development Committee will consider the outcome of this advisory vote in connection with holding future Say on Pay votes RESOLVED, that the Shareholders determine, on an advisory basis, that the preferred frequency of an advisory vote on the executive compensation of the Company’s Named Executive Officers as set forth in the Company’s Proxy Statement should be every year, every two years, or every three years. Board Recommendations Our Board of Directors recommends that the Shareholders voteEVERY YEAR on the frequency of the Shareholder vote to approve the compensation of our Named Executive Officers. NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       35 Compensation Discussion and Analysis In our Compensation Discussion and Analysis, we describe the compensation plan for our Named Executive Officers (our “NEOs”) for our Fiscal Year 2016.2017. These NEOs include: • Peter   PETER B. Orthwein,ORTHWEIN, our Executive Chairman • Robert   ROBERT W. Martin,MARTIN, our President and Chief Executive Officer • Colleen Zuhl,   COLLEEN ZUHL, our Senior Vice President and Chief Financial Officer • Todd Woelfer,   TODD WOELFER, our Senior Vice President, General Counsel, and Corporate Secretary • Ken Julian,   KEN JULIAN, our Senior Vice President of Administration and Human Resources In addition to telling you what theour compensation plan is, we explain why the Compensation and Development Committee of our Board of Directors believes our plan to be in the best interest of each of you, our Shareholders.      Executive Summary OUR BUSINESS Thor is the owner of operating subsidiaries that, combined, form one of the largest manufacturers of recreational vehicles in the world. In addition, Thor is the owner of one of the largest suppliers of aluminum extrusions to the recreational vehicle industry. For more information about our business, please see “Business and Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on September 26, 2016. 2016 Business Highlights  In our Fiscal Year 2016, Management continued to implement our strategic plan, which drove record levels of sales and earnings. Net sales from continuing operations increased 14.4% to a record $4.58 billion and net income from continuing operations increased 27.7% to a record $258 million, or $4.91 per diluted share. Our capital allocation strategy, which includes investments in organic growth as well as acquisitions, was a significant factor in our outstanding year. Near the end of our Fiscal Year, we completed the acquisition of Jayco, manifesting our intent to remain steadfast to the core of our strategy. Our one-year Total Shareholder Return (“TSR”) of over 39% placed us second in our peer group. In a longer term view, using a 3-year measure as shown in the chart below, our annualized TSR of 27.9% places us in the top 5 of our compensation peer group. The horizontal line depicts the mean annualized TSR for the same group. EXECUTIVE SUMMARY   Our Business Thor owns operating subsidiaries that, combined, form the largest manufacturer of recreational vehicles in the world. In addition, Thor owns one of the largest suppliers of aluminum extrusions to the recreational vehicle industry. For more information about our business, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form10-K filed with the SEC on September 27, 2017. 2017 Business Highlights In Fiscal Year 2017, management’s continued implementation of its strategic plan once again led to record levels of sales and earnings. Net sales increased 58% to a record $7.25 billion, and net income increased 46% to a record $374 million, or $7.09 per diluted share. Ourone-year Total Shareholder Return (“TSR”) of nearly 40% placed us fourth in our peer group and is more than double the peer group mean of 17%. In a longer term view, using an average annual growth rate calculated over the last three (3) years, our annualized TSR of 28% places us first within our peer group and is four (4) times the group mean of 7%. The horizontal line depicts the mean annualized TSR for the same group.   TSR Annualized      24  |  Notice of 2016 Annual Meeting & Proxy Statement Compensation Discussion and Analysis  Key Accomplishments from this Past Fiscal Year Include: 36 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT  Sales  • Record total sales of $4.58 billion from continuing operations, up 14.4% from our prior record year in Fiscal Year 2015  • Increased Towable RV and Motorized RV sales 7.8% and 25.7%, respectively  Net Income (Continuing Operations)  • Net income of $258 million from continuing operations, up 27.7% from Fiscal Year 2015’s prior record level  Diluted EPS (from Continuing Operations)  • Diluted EPS from continuing operations of $4.91, up 29.6% from Fiscal Year 2015  Acquisitions   The acquisition of Jayco and the acquisition or expansion of a number of facilities designed to provide the operating footprint necessary to sustain our long-term growth objectives  • The successful integration of our first RV-related supplier, Postle Aluminum Company Notice of 2016 Annual Meeting & Proxy Statement    |  25 Compensation Discussion and Analysis       We also maintained an effective capital management strategy, which is a strong priority to us in the cyclical business environment of the recreational vehicle industry that can be highly sensitive to macro-economic influences. It has long been our philosophy to minimize long-term debt and manage our cash position to allow for a protective cushion for operations and the ability to pursue strategic acquisitions, issue dividends, and/or buy back stock when prudent to do so. While we utilized debt to acquire Jayco, we have a short-term repayment strategy and anticipate the debt being fully retired within three (3) years. The incurrence of debt for the Jayco acquisition does not indicate a shift in our strategy to avoid long-term debt; instead, it was a conscious decision to take advantage of a significant acquisition opportunity that promises to deliver value to our Shareholders for years to come. Even with our current debt balance, we maintain our protective cash cushion, ensuring our ability to navigate through any unexpected economic tightening in our industry. EXECUTIVE COMPENSATION HIGHLIGHTS Highlights of our compensation practices for Fiscal Year 2016 included: NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       37   No upward adjustment in the base compensation or incentive compensation formula for our CEO; Key accomplishments from this past Fiscal Year include: • The successful integration of our largest acquisition to date, Jayco; • Record total sales of $7.25 billion, up 58% from our prior record year in Fiscal Year 2016; • Towable RV and Motorized RV sales increased 53.6% and 80.2%, respectively, inclusive of Jayco, while organic Towable RV and Motorized RV exclusive of Jayco sales grew by 16.3% and 30.1%, respectively; • Net income from continuing operations of $374 million, up 45% from Fiscal Year 2016’s prior record level; Continued input and advice from a compensation consultant; Continued analysis of and reliance upon benchmarking data; Continued implementation of a comprehensive “no fault” clawback policy; Continuation of our Long Term Incentive Plan (the “LTI”); Maintenance of our Stock Ownership and Retention Guidelines; No awards of stock options; No perquisites awarded to our NEOs other than an annual physical; No written employment contracts, severance agreements, or golden parachutes with our current NEOs; and Dedication to our transparent and true “pay for performance” philosophy driven by profit before tax. CEO COMPENSATION (MR. MARTIN)* 38 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT          FY 2016          Metric*          FY 2015          % Metric*          Change       Base Salary          $750,000                        $750,000                        0.0%          Annual Incentive Award          $6,665,681               1.75%               $5,041,822               1.75%               32.2%          Long Term Incentive          $1,904,480               0.50%               $1,440,520               0.50%               32.2%          Total Compensation          $9,320,161                  $7,232,342                  28.9%         Compensation Discussion and Analysis Key accomplishments from this past Fiscal Year include: •  Diluted EPS of $7.09, up 44.4% from Fiscal Year 2016; •  Paid down $215 million of our long-term debt associated with the Jayco acquisition during Fiscal Year 2017, leaving us well ahead of our publicly announced aggressive payoff plan; •  Invested heavily in our future, as we added plants and capacity with total capital expenditures of over $115 million; and •  Significantly increased our manufacturing capacity, adding nearly 900,000 square feet of production space * The formula for Mr. Martin’s compensation remained unchanged for Fiscal Year 2016. The increase in the amount of his incentive compensation was solely related to the increase in the Company’s profits. CORPORATE GOVERNANCE POLICIES It is our goal to conduct our business in an environment defined by good governance practices. The following policies and practices are central to our governance practices at Thor: Effective August 1, 2013, Thor separated the Chairman and Chief Executive Officer roles. Due to the fact that our Chairman is an Executive Chairman, Thor will continue to utilize an independent Lead Director as mandated by our Corporate Governance Guidelines, which are available on our website at www.thorindustries.com. Thor believes this structure is optimal at this time because it allows our CEO, Robert Martin, to focus on setting the strategy and vision of the Company and leading their execution while allowing our Executive Chairman, co-founder Peter Orthwein, to focus on leading the Board of Directors and providing Thor with direction on capital allocation (including acquisitions). Thor maintains a classified Board. A repeated point of proxy advisory evaluation, this structure has intentionally been maintained to ensure continuity. The uniqueness of our industry, as outlined in more depth below, and the importance of the Board having members with a firm understanding of its nuances drive the decision to maintain the classified board structure. It is Thor’s philosophy to maintain a small, active board, which further necessitates the need for continuity of the Board and supports the maintenance of our classified structure. In Fiscal Year 2017, the Board will seek amendment to our bylaws to require a majority vote for the election of our directors, foregoing the plurality standard that has been in place since our inception. NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       39   26  |  Notice of 2016 Annual Meeting & Proxy StatementEXECUTIVE COMPENSATION HIGHLIGHTS Highlights of our compensation practices for Fiscal Year 2017 included: •  No upward adjustment in the base compensation or incentive compensation formula for our NEOs, except Todd Woelfer who received adjustments in recognition of the expansion of his role and his outstanding performance; •  Continued input and advice from our compensation consultant; •  Continued analysis of, and reliance upon benchmarking data; •  Continued implementation of a comprehensive “no fault” clawback policy; •  No discretionary awards paid to our NEOs; •  Maintenance of our Stock Ownership and Retention Guidelines; •  No awards of stock options; •  Excluded Jayco NBT from cash MIP for NEOs other than Mr. Orthwein who does not participate in our Long-Term Incentive Plan (our “LTI”) and added the Jayco NBT that was excluded from MIP into our equity-based LTI award calculations, expanding our incentive-based NEO equity pay; •  No perquisites awarded to our NEOs other than an annual physical exam; •  No written employment contracts, severance agreements, or golden parachutes with our NEOs; and •  Continued dedication to our transparent and true “pay for performance” philosophy based on profit before tax. CEO Compensation     MR. MARTIN        FY 2017            METRIC            FY 2016            METRIC           % CHANGE           Base Salary      $      750,000 (1)         $   750,000        0.0%             Annual Incentive Award      $  8,147,650          1.75%(2)      $6,665,681      1.75%     22.2%             Long Term Incentive      $  4,371,035          0.50%(3)      $1,904,480      0.50%     129.5%             Total Compensation      $13,268,685             $9,320,161        42.4%       (1) Mr. Martin’s base salary remained unchanged for Fiscal Year 2017. (2) Mr. Martin’s Fiscal Year 2017 Annual Incentive Award was 1.75% of the Company’s NBT less 1.75% of Jayco operations NBT. (3) Mr. Martin’s Fiscal Year 2017 Long Term Incentive was 0.50% of the Company’s NBT plus 1.75% of Jayco operations NBT. 40 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT Compensation Discussion and Analysis   OUR COMPENSATION PHILOSOPHY: TYING PAY TO PERFORMANCE The CompensationSince our inception in 1980, Thor’s founders carefully developed a simple and Development Committee is composed solely of independent directors. Willis Towers Watson,transparent compensation program designed to offer a direct link between pay and performance. They believed it to be in the Compensation and Development Committee’s independent consultant, is retained directly by the Committee. The Compensation and Development Committee conducts an annual reviewbest interest of Thor’s compensation practices, considers the alignment of the compensation program with Thor’s strategic objectives, including attracting and retaining industry leading talent, measures the risksShareholders to utilize a pay plan that may be presented by our compensation practices, measures our executive compensation against appropriate benchmarks, and ensures that the Company’s pay practices are aligned with the interests of our Shareholders. In Fiscal Year 2013, we adopted stock ownership and retention guidelines for both our executive officers and our Board. In Fiscal Year 2015, we increased our retention requirements for our directors to three (3) times their annual cash retainer. Thor prohibits our executives and directors from engaging in hedging, pledging, or short transactions with respect to Thor shares. Thor has no perquisites for our executive officers other than an annual physical. Thor maintains a clawback policy that applies to both our equity and non-equity incentive compensation programs and requires recoupment of any incentive compensation paid within the last three (3) years that is subsequently determined to have been paid upon erroneous financial statements that require a restatement regardless of the cause of the restatement (i.e. fraud is not required before recoupment is mandated). Thor has no agreements with its executives requiring golden parachute cash payments upon a change in control. Thor does not provide for “golden parachute” excise tax gross-ups or cash severance payments upon a change in control of the Company. In Fiscal Year 2016, Thor implemented a “double trigger” requirement for all change in control provisions. Thor manages shareholder dilution, share usage, and overhang rates by limiting participation in our LTI, not using stock options as part of our compensation plan, and engaging in periodic stock buybacks. Our Compensation Philosophy: Tying Pay to Performance Our compensation philosophy is as simple as it is transparent. We believe our management team should be rewarded when, in an environment of good corporate governance and compliance, it delivers strong profitability that drives long-term shareholder value. In economically-challenged times, if earnings are suppressed and, consequently, our Shareholders do not realize the return in our stock that they reasonably expect, we believe ourdirectly linked management’s compensation should be similarly affected. This philosophy was implemented as a cornerstone of the overall corporate strategy when Thor was founded in 1980. Our founders, Wade Thompson and Peter Orthwein, were the sole shareholders in 1980, and their objectives were well-founded when it came to compensating their management team: pay was largely incentive-based and was tied to the most important metric in our industry,with performance, measured by net profit before tax (“NBT”). Messrs. Thompson and Orthwein were visionaries when it came to Thor’s basic “pay for performance” compensation philosophy. They also stressed the importance of simplicity, consistency, and transparency. Instead of a multi-tieredmulti-tier program that is subject to annualre-engineering, they devised aour plan that wasis consistent, straightforward, and transparent. TheirThe rationale was clear:supporting our plan is just as simple as the plan itself: when properly incentivized, good managers will manage the various inputs that maximize profits within the confines of good corporate governance and, in turn, create long-term shareholderShareholder value. On this premise, our founders developed the pay program that forms the core of Thor’s current pay program, our Management Incentive Program or “MIP”. WE ARE DIFFERENTWe Are Different Thor’sOur pay program is different. It calls for a reasonable base salary plus an opportunity forto earn incentive-based awards under our MIP and LTI.LTI, which awards Restricted Stock Units (“RSUs”) that vest over three years. Both the MIP and LTI awards are based on a single metric, Thor’s NBT. Our continued use of this single-factorsingle metric system (discussed in greater detail below) reinforces the idea that simplicity and transparency are the hallmarks of our program. While our program is an outlier from the multi-factored, multi-tiered programs usedpreferred by proxy advisory firms that are utilized by many publicly-traded companies, that are seemingly under constant revision and reconsideration, it is time-tested to deliver results to our Shareholders by helping us attract and retain essential talent in our people-driven industry,industry. It is also time-tested to deliver results toclosely align our Shareholders,pay with our performance. Our Compensation and to alignDevelopment Committee ensures that the targeted amount of compensation paid under our plan aligns well with benchmarking withfrom companies in our industrycompensation peer group and, ofin a broader sense, with companies from similar industries that are our approximate size. As it’s a Because our pay philosophy that has driven and continues to drive results for our Shareholders, we are reticent to change it withoutin the absence of compelling evidence relevant to our specific situation that a firm belief and convincing indications that the change would somehow be for the better offor our Shareholders. While we value the impact that proxy advisory firms have had in areas of governance and compensation in particular and have found many of their preferred positions to be better suited for our Shareholders (for example, we have formulated a plan to declassify our Board of Directors), we remain convinced that our current pay plan works best for our Shareholders at this particular time. Our Compensation and Notice of 2016 Annual Meeting & Proxy Statement    |  27 Compensation Discussion and Analysis Development Committee, our entire Board, and our management team take thisevaluation of our compensation program very seriously. AdjustingHowever, adjusting our plan simply to matchconform to what other public companies do just to be able to say that our plans are similar will never be an option for us. A tried and true system that has proven its ability to drive results for our Shareholders and to align well with Shareholder return is not one that should be altered lightly even when the more generally-accepted practice is to utilize a multi-factored program. Unless and until a program design change promises to better align our compensation with the interests of our Shareholders, neither the Compensation and Development Committee nor management is compelled to make a change solely to fall in line with current popular practices that may work well for other publicly-traded companies that exist in more typical commercial environments. Not only do complicatedThe truth is: our industry is unique. Our industry is defined by its geographic centricity which poses a constant threat to our most valuable asset, our people. Our pay plan is a valuable tool in our effort to attract and retain key talent. Were Thor to lose key managers, it would certainly not be in the best interests of our Shareholders in either the short term or the long term. Given the ongoing threat to our talent created by the geographic centricity of our industry, it is essential that our pay plan be simple and transparent. Complicated pay structures that are seemingly ever-shifting in design and the factors they use fail to offer the consistency and transparency upon whichthat we insist formust have to retain our management team and for our Shareholders, but they alsokey talent. They have been tried before in our industry and have failed as often as they have been tried. The resultant impact of those programs has beenwas to contribute to the demise of NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       41 what were once great competitors, proving the crucial importance of a simple, fair compensation programplan to the long-termsustained success of an RV company. In the RV industry, if a company loses its key asset, its people, due to its pay program being viewed as being more complicated and/or being beyond the control of the employees, the company falters. When you consider this reality in context of the geographic concentration that defines our industry, the potential loss to a company that offers a program that is not favored by its employees will be both devastating and immediate. The loss of a talented employee typically delivers twice the blow to Thor or any other RV company as that talented employee not only leaves, causing a decline in talent at the former employer, but, most often, that individual becomes employed by a competitor who is intent on taking market share. Undeniably, our compensation program is an essential element of our success.industry. History has proven itsour pay plan’s ability to deliver results to our Shareholders, and the future success of the Company depends, in many ways, on its maintenance. Thor’s compensation philosophy has driven a string of 36 unbroken years of profitability in a cyclical industry that is particularly sensitive to the national economic climate due to the highly discretionary demand for our products. We believe we are the only Company in our industry that can claim this, and we believe our compensation program, which immediately adjusts downward when profits decline, is a major reason. In recent years, benefitting from strong growth in our industry as well as from our own performance, we have set record upon record in both the top and bottom lines. Both management and our Board believe that the MIP has been a consistent and instrumental force in delivering these positive results. The MIP incentivizes key employees to think and manage like owners seeking to maximize earnings within the confines of good corporate governance. The ultimate objective of the implementation of our philosophy is the same as it was when we started in 1980 and our Shareholder body was limited to our two founders: to inspire management to maximize long-term shareholder value. While the MIP is a single-factor system, any notion that the multiple contributing factors to our Company’s success, both long-term and short-term, are therefore underappreciated is belied by our Company’s history, which includes a continued investment in our future through both capital expenditures and strategic acquisitions. In Fiscal Year 2016, for example, our capital expenditures exceeded $51 million. We also invested nearly $600 million in the Jayco acquisition, which is intended to offer significant long-term return for our Shareholders. Investments benefiting both short-term performance and the long-term horizon are the core of our strategic plan. Acquisitions          Capital Expenditures          28  |  Notice of 2016 Annual Meeting & Proxy Statement Compensation Discussion and Analysis Our MIP program is transparent. We do not change the metrics used in our system to fit the economic times of our Company. We do not believe that a dynamic pay plan that adjusts metrics to increase or decrease compensation paid to our NEOs would offer a better solution for our Shareholders. We count on our MIP to incentivize our team. And it works. Unless and until we become convinced that an alternate design would increase our results to the Shareholders, we have stayed true, and will stay true, to the program that has contributed so significantly to our success. Our compensation plan links our management team’s pay directly to the earnings of our Company, and, in so doing, aligns itself most closely with the long-term return to our Shareholders. In Fiscal Year 2012, our incentive compensation was revised to include a long-term element awarded in Restricted Stock Units (RSUs) that vest over three (3) years. This program was established using the same factor as MIP, net income before taxes. Thor is well aware of a predominating view that multiple factors should be included when determining incentive-based compensation. While great consideration has been given to adjusting Thor’s programs to add additional factors, no changes have been made. As it has done in prior years, our Compensation Committee engaged in a thorough evaluation of alternative LTI programs. This process ledimplemented no change to the conclusion that our current program best aligns with the return to our Shareholders and that any factor that would be added as a component to the LTI program is already a focus of management because any such factor is essential to driving NBT. Ultimately, our Compensation Committee determined that, at this time, it is in the best intereststructure of our Shareholdersplan in Fiscal Year 2017 except for adjustments to make no changes to the LTI. Overall, the design of ourTodd Woelfer’s compensation program remains as it was in prior fiscal years, butoutlined below, the lack of change should not be understoodmisconstrued as a suggestion that either our Compensation and Development Committee or our management team has not engaged in a thorough evaluation of alternative solutions. Instead,As it should be understood that afterhas done in years past, our Compensation and Development Committee, utilizing the resources and guidance of its consultant, engaged in a verythorough and critical evaluationassessment of our system and various alternative solutions, itsolutions. It was again concluded that, at this time, there simply was not a better solution to improve alignment with our Shareholders. A tried and true system that has proven its ability to drive results for our Shareholders is not one that should be disregarded lightly even when the popular trend is to gravitate to multi-factored programs. Unless and until a program design change promises to better align our compensation program effectively aligns with our Shareholders, neither the Compensation Committee nor management feels compelled to make a change solely to fall in line with current popular practices that work very well for other publicly-traded companies who exist in more typical commercial environments. Our industry is unique. And our program works very well in our industry. Why is the RV industry unique? The vast majority of the operationsinterests of our competitors in the RV industry are located within 50 miles of any one of our Indiana facilities. This creates an ease of job transferability for nearly all employees within the industry. A job change within our industry rarely demands relocating, changing schools, or leaving family and/or established friends, making the threat of losing key personnel omni-present. When this reality is considered with the factShareholders. Our “Say On Pay” vote record establishes that, our industry is fundamentally a people-driven industry where the difference between success and failure is often defined by the people employed, the combination of those factors make our pay plan an essential element of our success. While only one of our competitors (Winnebago: WGO) is publicly-traded and, therefore, discloses its compensation program, we nevertheless become well aware of the compensation practices of our privately-held competitors as a result of the ever- present migration of employees within in our industry. In the RV industry, cash-based incentive plans predominate, and given that most of our competitors are indeed private, equity awards are rarely a significant factor in their compensation plans. Finally, because Thor’s true competitors, save one who is of a markedly smaller size and does not offer a meaningful comparison, do not publicly disclose their pay programs or financial performances, no peer group that would offer a reasonable basis for comparison exists. A comparison against Thor’s compensation pay group on various factors such as ROA, ROE, Earnings, Margins, Cash Flow, or TSR would lead to a comparison of the incomparable, yielding results that offer questionable benefit to our Shareholders. The RV industry marches to the beat of its own drummer. It is often the first to feel recessionary effects and the first to recover when the economy bounces back. Comparing an RV company’s performance by any measure to a company not in our industry is simply not a realistic measure of how our Management team has performed. For this reason, we have not altered our program. While we appreciate that a history of successful Say on Pay votes does not suggest any favorable votes in the future, our history of high votes of approval (our lowest is approximately 96%) sends a message thathistorically, our Shareholders agree with our philosophy and understand its importance to our future. Last year, 96.9% of Shareholders voted in favor of our NEO compensation plan. Because we always welcome Shareholder input on our compensation program, in Fiscal Year 2014, we established a dedicated shareholderShareholder outreach program. Consistent with our prior Say“Say On PayPay” voting results, we have received overwhelming support from our Shareholders on our unique plan. In addition to the “pay for performance” principles first adopted by our founders in 1980, our Compensation and Development Committee is guided by the following practices and principles:   Notice of 2016 Annual Meeting & Proxy Statement    |  29 Compensation Discussion and Analysis 1. Use of Benchmarking. We benchmark our executive compensation levels to our compensation peer group and to the market generally to ensure that our pay practices are in line with recognized practices oflike-sized manufacturing companies.   Shareholder Understanding and Feedback is Important to Us   During Fiscal Year 2014, we began to solicit input and feedback on our compensation program from our Shareholders. The response to date has been overwhelmingly supportive of our program. We will continue to take advantage of opportunities to do so in the future as Shareholder understanding and feedback is important to us. Our Director ofSenior Vice President, General Counsel, and Corporate Development and Investor Relations, Jeff Tryka,Secretary, Todd Woelfer, coordinates these discussions for us. Feel free to contact JeffTodd if you have questions or wish to provide feedback about our compensation program. He can be reached at (574)970-7912970-7460 or investors@thorindustries.com.     In addition to the “pay for performance” principles first adopted by our founders in 1980, our Compensation and Development Committee is guided by the following principles: 1. Use of Benchmarking.  We benchmark our executive compensation levels to our compensation peer group and to the market generally to ensure that our pay practices are in line with recognized practices of like-sized manufacturing companies.   2. Work with Compensation Consultant. In Fiscal Year 2017, the Compensation and Development Committee utilized Willis Towers Watson as its compensation consultant.   3. Seek to Attract and Retain Top Level Talent. The Committee ensures that our pay practices are competitive with industry competitors who are our local competition for talent.   4. Align the Pay Plan with Shareholder Interests. The Committee supports a pay plan that places a significant portion of our executives’ pay at risk, making it variable and dependent upon thepre-tax profits of our business.   5. Incentivize Sustained Profitability.The Committee promotes a pay plan that incentivizes our executives to deliver sustained profitability for our Shareholders within the guidelines of good corporate governance. The three yearthree-year vesting schedule for LTI not only helps retain key talent, but also incentivizes Managementmanagement to perform over the long term. 42 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT   Compensation Discussion and Analysis 6. Identify and Manage Risk.Our Committee evaluates and seeks to minimize risk exposure that is inherent in any pay for performance plan. A strong “no fault” clawback policy, discussed below, helps mitigate the risk as does diligent review and audit of the process that results in compensation decisions.   7. Review and Evaluate Tally Sheets.   8. Avoid Change in Control or Post-Employment Obligations for our Top Executives. Our Company does not typically enter into written employment agreements for severance or for compensation in the event of a change in control.   9. Avoid Any Significant Perquisites for our Executives. Other than an annual physical exam, our NEOs receive no perquisites that are unavailable to our employees.   10. Maintaining a Simplistic, Transparent Pay Program.Options are not awarded. Our NEOs get no “other compensation” and/or perqs that are not paid to all of Thor’s full-time employees other than an annual physical.physical exam. 11. The Exercise of Limited or No Discretion.Our pay program is designed to award our management team when performance merits it and to respond appropriately when performance does not. Accordingly, we do not actively revisit the outputs from our program to adjust pay upward or downward. While we have, on very limited occasion, issued unplanned discretionary bonuses in the circumstances of a limited, not likely to be repeated, outstanding performance, we otherwise do not exercise discretion in awarding compensation to our NEOs. 12. Maintain a “no fault” clawback policy. Our Board of Directors is required to clawback any incentive-based compensation paid to any employee within three (3) years of the issuance of any restated financial statement if such restated financial statement impacts the amount of incentive compensation that should have been paid under any incentive based pay program. 13. Avoid Single Trigger Vesting of Equity-based Awards upon Change in Control. In our Fiscal Year 2015, the Board approved (for implementation in Fiscal Year 2016) a double trigger for all future awards and grants requiring either a corresponding change in employment status or the failure of an acquirer to assume the award before any change in control would result in the accelerated vesting of such award. 14. Prohibit hedging or pledging of Company Securities by our NEOs or Board Members. The Company prohibits our Executive Officers and members of its Board of Directors from engaging in any hedging transactions, transacting short sales, or pledging any Company stock. OurOUR NEO Compensation For Fiscal Year 2016COMPENSATION FOR FISCAL YEAR 2017 BASE SALARYBase Salary Base salaries are part of a comprehensivethe compensation package paid to our executives and are determined accordingly so that the overall compensation package payableaccording to an executive in any given year is commensurate with relevantvarious factors, such asincluding benchmarking, experience, talent, contribution, industry standards, expectations, and performance. On an annual basis, all employees’ base salaries are reviewed for possible adjustments. Adjustments, though, are not automatic. Instead, they are determined in conjunction with available benchmarking data and/or merit-based factors, driven either by exceptional performance or promotion that often is rooted in experience with our Company. For our executives, the Compensation and Development Committee considers the market practices of our peer group as a guide for recognized ranges of compensation. For Fiscal Year 2016, Ken Julian, received a base salary increase which was intended to align his base salary with available benchmarking data and to recognize him not only for his outstanding performance, but also for a significant increase in his responsibility extending far beyond the scope of responsibility typically managed by Vice Presidents of Administration and Human Resources. For Fiscal Year 2016, Colleen Zuhl, received a base salary increase which was intended to align her base salary with available benchmarking and to recognize her for her outstanding performance.   30  |  Notice of 2016 Annual Meeting & Proxy Statement Compensation Discussion and Analysis     VARIABLE INCENTIVE COMPENSATION NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT       43 For Fiscal Year 2016, our NEOs’, including our CEO, compensation was approximately 83% incentive-based pay. Our philosophy promotes this type of heavy reliance on variable performance-based pay. Cash Incentive Awards  Cash incentive compensation consists of our MIP outlined above. In Fiscal Year 2015, we eliminated all planned discretionary awards for our NEOs. The financial metrics for the performance-based cash incentive compensation for our NEOs are determined prior to our Fiscal Year or within the abbreviated window allotted by Section 162(m) of the Code. Our Compensation and Development Committee considers non-financial, compliance, and other qualitative performance factors in determining actual compensation payouts for executive officers. The amount of cash incentive compensation for our NEOs is generally determined and paid on a quarterly basis. As discussed below, our Board of Directors also has the ability, on a no-fault basis, to seek recoupment or clawback of any incentive-based compensation paid within the last three (3) years that is ultimately determined to have been based upon financial statements that require a subsequent restatement. For Fiscal Year 2016, For Fiscal Year 2017, Todd Woelfer received a base salary increase which was intended to align his base salary with available benchmarking data and to recognize him not only for his outstanding performance, but also for a significant increase in his responsibility extending far beyond the scope of responsibility typically managed by his peers. Variable Incentive Compensation The variable, performance-based elements comprise the vast majority of our NEOs’ compensation. The elements, our MIP and LTI, are determined based on our NBT. For Fiscal Year 2017, our NEOs’ compensation was approximately 88% incentive-based pay. Our philosophy promotes this type of heavy reliance on variable performance-based pay. Cash Incentive Awards Cash incentive compensation consists of our MIP outlined above. We do not adjust or otherwise manipulate earnings in any way. Instead, we report and pay on GAAP earnings. The financial metrics for the performance-based cash incentive compensation for our NEOs are determined prior to our Fiscal Year or within the abbreviated window allotted by Section 162(m) of the Code. The amount of cash incentive compensation for our NEOs is generally calculated and paid on a quarterly basis. For Fiscal Year 2017, the incentive formulas for our MIP and cash payouts for our NEOs were as follows:    Name   Performance Metric1    NAME      Award    PERFORMANCE METRIC   AWARD                     Peter B. Orthwein      0.25% of CompanyPre-Tax Profit $  1,390,965                 $952,241         Robert W. Martin      1.75% of CompanyPre-Tax Profit less 1.75% of Jayco operationsPre-Tax Profit $  8,147,650                     $6,665,681         Colleen Zuhl      0.2%0.25% of CompanyPre-Tax Profit less 0.25% of Jayco operationsPre-Tax Profit $  1,163,950     $761,792         Todd Woelfer      0.175%0.20% of CompanyPre-Tax Profit less 0.20% of Jayco operationsPre-Tax Profit $     931,160     $666,568         Kenneth D. Julian      0.12% of CompanyPre-Tax Profit less 0.12% of Jayco operationsPre-Tax Profit $     558,696     Upon the acquisition of Jayco, it was determined that Jayco’s contribution to Thor’s NBT would not be included in the calculation of cash incentive paid to our NEOs under our MIP other than with respect to Mr. Orthwein who does not participate in our LTI. Instead, this element of earnings that otherwise would be included in MIP is included in our LTI, driving a larger percentage of our compensation to be equity-based. The receipt of the cash incentive compensation is contingent upon the executive being employed with the Company or an operating subsidiary at the time of payment and certification by our Compensation and Development Committee that the amount proposed to be paid under the Plan is consistent with predetermined formulas and that there is no cause to consider payment of a lesser amount. 44 NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT $457,075    Compensation Discussion and Analysis
Long-Term Equity Incentive Plan Like the MIP, the LTI used Fiscal Year 2017 NBT as the metric to determine the awards earned under the plan. As mentioned above, Jayco’s NBT was not included in our MIP calculation. Instead, Jayco’s NBT that would have been included in MIP was added into our LTI.   The receipt of the cash incentive compensation is contingent upon the executive being employed with the Company or an operating subsidiary at the time of payment and certification by our Compensation and Development Committee that the amount proposed to be paid under the Plan is consistent with the pre-determined formulas and that there is no cause to consider payment of a lesser amount. Long-Term Equity Incentive Plan  In 2012, our Compensation and Development Committee approved a performance-based equity incentive plan, our LTI, for certain corporate executives and key managers at Thor’s subsidiaries. Like the MIP, the LTI uses net profit before taxes adjusted for certain items as the metric to determine the awards granted under the plan. The LTI creates incentive among not just certain corporate executives, but also our management teams at our operating subsidiaries. The inclusion of key management personnel at the operating subsidiary levels acts to further incentivize pre-tax net profit improvement, all to the benefit of our Shareholders. As referenced above, we are mindful that our LTI uses the same metric as our MIP. Like all elements of our compensation program, we evaluate the LTI annually. In this process, we have considered adding additional metrics to this program. After a thorough review, and for the reasons outlined above, we elected to leave the LTI as a single metric. The LTI awards restricted stock units instead of cash. Participants remaining as employees of our Company or one of its subsidiaries through the vesting period described below will become owners of Company stock, further aligning their interests with those of our Shareholders. Importantly, the restricted stock units will vest in three (3) equal annual installments on the first, second, and third anniversary dates of the grant. This incentivizes management to think like owners and focus on long-term performance to the benefit of our Shareholders. If the participant ceases to be employed by the Company or one of its subsidiaries, he or she will immediately forfeit all restricted stock units awarded under the LTI that have not vested, in the absence of a discretionary adjustment by the Compensation and Development Committee. This vesting provision will further assist us in our efforts to retain our key talent. Notice of 2016 Annual Meeting & Proxy Statement    |  31 Compensation Discussion and Analysis In Fiscal Year 2016, the LTI awards RSUs instead of cash. The RSUs earned, based on the metrics below, vest in three (3) equal annual installments beginning on the		anniversary date of the grant. Participants must remain employees of our Company or one of its subsidiaries through the vesting period to be entitled to receive the stock that is issued upon vesting of the RSUs. An important tool for talent retention, our LTI program provides that any employee who leaves our Company before the vesting date immediately forfeits their right to receive any and all outstanding RSUs. For Fiscal Year 2017, the amount of LTI awards earned for our NEOs were as follows: