UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 15, 2023
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| Winnebago Industries, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
| | | | | | | | | | | | | | |
| Minnesota | 001-06403 | 42-0802678 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | |
| 13200 Pioneer Trail | Eden Prairie | Minnesota | | 55347 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code 952-829-8600
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.50 par value per share | WGO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 15, 2023, the Board of Directors (the “Board”) of Winnebago Industries, Inc. (the “Company”) adopted an amendment and restatement of the Company’s Bylaws (as amended and restated, the “Restated Bylaws”) to, among other things, make changes in connection with the Securities and Exchange Commission rule regarding universal proxy cards.
The Restated Bylaws allow the Company, unless otherwise required by law, to consider certain shareholder nominations of director candidates to be null and void where any shareholder (i) provides notice pursuant to the SEC’s universal proxy rule, and (ii) subsequently (a) notifies the Company that such shareholder no longer intends to solicit proxies in support of director nominees other than the Company’s director nominees in accordance with such rule, (b) fails to comply with the requirements of the universal proxy rule, or (c) fails to provide reasonable evidence sufficient to satisfy the Company that the requirements of the universal proxy rule have been met. The Restated Bylaws also add a provision that any shareholder soliciting proxies from other shareholders must use a proxy card other than white, which is reserved for exclusive use by the Board of Directors.
The Restated Bylaws also include certain other updates regarding any written action of the Board and other conforming changes and clarifications. The Restated Bylaws are filed as Exhibit 3.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number | Description |
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| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | WINNEBAGO INDUSTRIES, INC. | |
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| Date: | August 17, 2023 | By: | /s/ Stacy L. Bogart | |
| | | Name: | Stacy L. Bogart | |
| | | Title: | Senior Vice President, General Counsel, Secretary and Corporate Responsibility | |
