Table of Contents
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to §240.14a-12 |
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Table of Contents
(1) | the election of two directors; | ||
(2) | such other business as may properly come before the meeting or any adjournment of the meeting. |
COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD AS SOON AS
POSSIBLE.
1
Table of Contents
2
Table of Contents
First Year | ||||||||||
Nominee | Age | Principal Occupation | as Director | |||||||
Wade F. B. Thompson | 65 | President, CEO, Chairman | 1980 | |||||||
Jan H. Suwinski | 64 | Professor, Cornell University | 1999 |
3
Table of Contents
4
Table of Contents
5
Table of Contents
Nominating and | ||||||||
Corporate | ||||||||
Compensation | Governance | |||||||
Board | Audit Committee | Committee | Committee | |||||
Wade F. B. Thompson | Chairman | |||||||
Peter B. Orthwein | Vice Chairman | |||||||
H. Coleman Davis | X | |||||||
Neil D. Chrisman | X | X | ||||||
Alan Siegel | X | X | Chair | |||||
Jan H. Suwinski | X | Chair | ||||||
Geoffrey A. Thompson | X | X | ||||||
William C. Tomson | X | Chair | X |
6
Table of Contents
Beneficial Ownership (1) | ||||||||
Name and Address of Beneficial Owner | Number of Shares | Percent | ||||||
Wade F. B. Thompson | 16,678,020 | 29.4 | % | |||||
419 West Pike Street | ||||||||
Jackson Center, Ohio 45334-0629 | ||||||||
Peter B. Orthwein | 2,624,400 | (2) | 4.6 | % | ||||
419 West Pike Street | ||||||||
Jackson Center, Ohio 45334-0629 | ||||||||
Walter L. Bennett | 56,355 | (3) | * | |||||
419 West Pike Street | ||||||||
Jackson Center, Ohio 45334-0629 | ||||||||
Ted Bartus | 5,754 | (4) | * | |||||
419 West Pike Street | ||||||||
Jackson Center, Ohio 45334-0629 | ||||||||
H. Coleman Davis, III | 1,107,784 | (5) | 2.0 | % | ||||
419 West Pike Street | ||||||||
Jackson Center, Ohio 45334-0629 | ||||||||
Neil D. Chrisman | 25,334 | (6) | * | |||||
419 West Pike Street | ||||||||
Jackson Center, Ohio 45334-0629 | ||||||||
Alan Siegel | 601,068 | (7) | 1.1 | % | ||||
419 West Pike Street | ||||||||
Jackson Center, Ohio 45334-0629 |
7
Table of Contents
Beneficial Ownership (1) | ||||||||
Name and Address of Beneficial Owner | Number of Shares | Percent | ||||||
Jan H. Suwinski | 41,334 | (8) | * | |||||
419 West Pike Street | ||||||||
Jackson Center, Ohio 45334-0629 | ||||||||
Geoffrey A. Thompson | 5,734 | (9) | * | |||||
419 West Pike Street | ||||||||
Jackson Center, Ohio 45334-0629 | ||||||||
William C. Tomson | 54,334 | (10) | * | |||||
419 West Pike Street | ||||||||
Jackson Center, Ohio 45334-0629 | ||||||||
FMR Corp. | 3,687,300 | (11) | 6.5 | % | ||||
82 Devonshire Street | ||||||||
Boston, MA 02109 | ||||||||
All directors and executive officers as a group (ten persons) | 21,200,117 | (12) | 37.4 | % |
* | less than 1%. | |
(1) | Except as otherwise indicated, the persons in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. | |
(2) | Includes 58,800 shares owned by Mr. Orthwein’s wife, 124,000 shares owned of record by a trust for the benefit of Mr. Orthwein’s children, of which Mr. Orthwein is a trustee, 30,000 shares owned of record by a trust for the benefit of Mr. Orthwein’s half brother, of which Mr. Orthwein is a trustee, 149,400 shares of record owned by Mr. Orthwein’s minor children for which Mrs. Orthwein acts as custodian and 320,000 shares owned of record by the Orthwein Investment Group D, L.P., in which Mr. Orthwein has a 0.51% economic interest but a 51% general partnership interest. 141,400 shares held by a charitable annuity trust of which Mr. and Mrs. Orthwein are the sole trustees. | |
(3) | Includes 20,000 non-vested restricted shares and options to acquire 26,667 shares under the 1999 Stock Option Plan. | |
(4) | Includes options to acquire 5,334 shares under the 1999 Stock Option Plan. | |
(5) | Includes 301,118 shares owned of record by a trust of which Mr. Davis is a trustee. | |
(6) | Includes options to acquire 21,334 shares under the 1999 Stock Option Plan. | |
(7) | Includes 594,400 shares owned of record by a trust for the benefit of Mr. Orthwein’s adult children, of which Mr. Siegel is co-trustee and as to which Mr. Siegel has shared voting power with Mr. Orthwein’s brother. Mr. Siegel disclaims beneficial ownership of such shares. Also includes options to acquire 6,668 shares under the 1999 Stock Option Plan. | |
(8) | Includes options to acquire 31,334 shares under the 1999 Stock Option Plan. | |
(9) | Includes options to acquire 3,334 shares under the 1999 Stock Option Plan. | |
(10) | Includes options to acquire 33,334 shares under the 1999 Stock Option Plan. | |
(11) | The number of shares shown for FMR Corp. is based on a Schedule 13G filed on September 12, 2005. |
8
Table of Contents
(12) | Includes 128,005 shares issuable under stock options which are currently exercisable or will become exercisable within 60 days from October 1, 2005. |
Annual | Long-term | All Other | ||||||||||||||||||||||
Compensation | Compensation | Compensation | ||||||||||||||||||||||
(4) | ||||||||||||||||||||||||
Securities | ||||||||||||||||||||||||
Incentive | ||||||||||||||||||||||||
Stock | Restricted | |||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus (1) | Options (#)(2) | Stock ($)(3) | |||||||||||||||||||
Wade F. B. Thompson | 2005 | $ | 271,584 | $ | 500,000 | — | — | $ | — | |||||||||||||||
Chief Executive Officer | 2004 | $ | 271,667 | $ | 730,000 | — | — | $ | — | |||||||||||||||
Chairman, President | 2003 | $ | 271,584 | $ | 830,000 | — | — | $ | — | |||||||||||||||
Peter B. Orthwein | 2005 | $ | 101,032 | $ | 500,000 | — | — | $ | — | |||||||||||||||
Vice Chairman, Treasurer | 2004 | $ | 101,032 | $ | 800,000 | — | — | $ | — | |||||||||||||||
2003 | $ | 101,032 | $ | 660,000 | — | — | $ | — | ||||||||||||||||
Walter L. Bennett | 2005 | $ | 101,032 | $ | 900,000 | — | — | $ | 32,430 | |||||||||||||||
Executive Vice President, Chief | 2004 | $ | 96,032 | $ | 800,000 | 20,000 | $ | 53,820 | $ | 27,864 | ||||||||||||||
Financial Officer, Secretary | 2003 | $ | 91,032 | $ | 665,000 | — | $ | 32,630 | $ | 23,583 | ||||||||||||||
Ted Bartus | 2005 | $ | 80,216 | $ | 118,000 | — | — | $ | — | |||||||||||||||
Vice President, Purchasing | 2004 | $ | 80,224 | $ | 100,000 | 4,000 | — | $ | — | |||||||||||||||
2003 | $ | 70,141 | $ | 77,000 | — | — | $ | — | ||||||||||||||||
(1) | Messrs. Thompson’s, Orthwein’s, Bennett’s and Bartus’s bonuses are discretionary and depend on the Company’s profits. | |
(2) | All option grants have been adjusted to reflect the Company’s 2 for 1 stock split effective January 26, 2004. | |
(3) | The numbers in this column represent the value of restricted stock grants during fiscal years 2005, 2004 and 2003 calculated by multiplying the number of shares of restricted stock granted by the share price on the date of grant. As of July 31, 2005, Mr. Bennett held 21,500 shares of restricted stock which were granted under the Thor Industries, Inc. Restricted Stock Plan which had a total value of $769,700 at July 31, 2005. Mr. Bennett, as holder of restricted stock shares, is entitled to receive dividends and other distributions paid with respect to such shares while they are so restricted. All shares and share prices have been adjusted to reflect the Company’s 2 for 1 stock split effective January 26, 2004. |
9
Table of Contents
(4) | Mr. Bennett was credited with supplemental deferred compensation earned under the Company’s Select Executive Incentive Plan. The amount credited shall vest and be payable six years after the effective date of such eligible executive’s participation, provided, however, that the amount shall vest immediately upon death or age 65. The amounts shown in this column for each year represent the amount credited to each executive plus or minus the change in the value of such executive’s account in the Select Executive Incentive Plan during that year. |
and Option Values at July 31, 2005
Number of Securities Underlying | Value of Unexercised In-the- | |||||||||||||||||||||||||||||||
Shares | Unexercised Options at | Money Options at | ||||||||||||||||||||||||||||||
acquired on | Value | Fiscal Year End | Fiscal Year End | |||||||||||||||||||||||||||||
Name | exercise | Realized | Exercisable/Unexercisable | Exercisable/Unexercisable (1) | ||||||||||||||||||||||||||||
Wade F. B. Thompson | — | $ | — | — | / | — | $ | — | / | $ | — | |||||||||||||||||||||
Peter B. Orthwein | — | $ | — | — | / | — | $ | — | / | $ | — | |||||||||||||||||||||
Walter L. Bennett | 16,668 | $ | 454,782 | 26,667 | / | 13,333 | $ | 518,070 | / | $ | 118,530 | |||||||||||||||||||||
Ted Bartus | — | $ | — | 5,334 | / | 2,666 | $ | 103,619 | / | $ | 23,701 |
(1) | Represents the market value of shares underlying “in-the-money” options on July 29, 2005 less the option exercise price. Options are “in-the-money” at the fiscal year end if the fair market value of the underlying securities on such date exceeds the exercise or base price of the option. |
10
Table of Contents
Alan Siegel
William C. Tomson
Number of securities | ||||||
Number of securities | remaining available for | |||||
to be issued | Weighted-average | future issuance under | ||||
upon exercise of | exercise price of | equity compensation plans | ||||
outstanding options, | outstanding options, | (excluding securities | ||||
Plan category | warrants and rights | warrants and rights | reflected in column (a)) | |||
(a) | (b) | (c) | ||||
Equity compensation plans approved by security holders | 700,708 | $19.60 | 669,336 | |||
Equity compensation plans not approved by security holders | 0 | NA | 393,813 | |||
Total | 700,708 | $19.60 | 1,063,149 | |||
11
Table of Contents
12
Table of Contents
13
Table of Contents
14
Table of Contents
15
Table of Contents
7/31/2000 | 7/31/2001 | 7/31/2002 | 7/31/2003 | 7/31/2004 | 7/31/2005 | |||||||||||||||||||
Thor Industries, Inc. | 100.00 | 146.93 | 257.83 | 375.92 | 536.98 | 614.40 | ||||||||||||||||||
Peer Group | 100.00 | 174.16 | 203.22 | 201.96 | 351.39 | 362.46 | ||||||||||||||||||
S&P 500 Composite Index | 100.00 | 84.65 | 63.71 | 69.21 | 77.00 | 86.26 |
16
Table of Contents
Neil D. Chrisman
Jan H. Suwinski
Geoffrey A. Thompson
17
Table of Contents
Fiscal 2005 | Fiscal 2004 | |||||||
Audit Fees | $ | 2,369,785 | $ | 682,125 | ||||
Audit-Related Fees | 177,650 | 254,568 | ||||||
Subtotal | 2,547,435 | 936,693 | ||||||
Tax Fees | 828,237 | 793,969 | ||||||
All Other Fees | 20,985 | 13,960 | ||||||
Total Fees | $ | 3,396,657 | $ | 1,744,622 | ||||
18
Table of Contents
WALTER L. BENNETT
19
Table of Contents
OF THOR INDUSTRIES, INC. — CHARTER
As revised by the Board of Directors, October 11, 2005
• | Overseeing the integrity of the Company’s financial statements, |
• | Overseeing the Company’s compliance with legal and regulatory requirements, |
• | Overseeing the independent auditor’s qualifications and independence, |
• | Overseeing the performance of the Company’s independent auditor, and internal audit function, |
• | Overseeing the Company’s system of disclosure controls and procedures, internal controls over financial reporting, and compliance with ethical standards adopted by the Company. |
20
Table of Contents
1. | Review this Charter periodically, at least annually, and recommend to the Board of Directors any necessary amendments. | |
2. | Review and discuss with management and the independent auditor the Company’s annual financial statements, quarterly financial statements (prior to the Company’s 10-Q filings or release of earnings), and all internal controls reports (or summaries thereof). Review other relevant reports or financial information submitted by the Company to any governmental body or the public, including management certifications as required by the Sarbanes-Oxley Act of 2002 and relevant reports rendered by the independent auditors (or summaries thereof). | |
3. | Recommend to the Board whether the financial statements should be included in the Annual Report on Form 10-K. | |
4. | Discuss earnings press releases, including the type and presentation of information, paying particular attention to any pro forma or adjusted non-GAAP information. Such discussions may be in general terms (i.e., discussion of the types of information to be disclosed and the type of presentations to be made). | |
5. | Discuss financial information and earnings guidance provided to analysts and ratings agencies. Such discussions may be in general terms (i.e., discussion of the types of information to be disclosed and the type of presentations to be made). | |
6. | Review the regular internal reports to management (or summaries thereof) prepared by the internal auditing department, as well as management’s response. |
7. | Appoint (and recommend that the Board submit for shareholder ratification, if applicable), compensate, retain, and oversee the work performed by the independent auditor for the purpose of preparing or issuing an audit report or related work. Review the performance of the independent auditors and remove the independent auditors if circumstances warrant. The independent auditor will report directly to the Audit Committee and the Audit Committee will oversee the resolution of disagreements between management and the independent auditors if they arise. Consider whether the auditor’s performance of permissible nonaudit services is compatible with the auditor’s independence. Discuss with the independent auditor the matters required to be discussed under Statement on Auditing Standards (SAS) No. 61, as amended by SAS No. 84 and SAS No. 90. | |
8. | Review with the independent auditor any problems or difficulties and management’s response; review the independent auditor’s attestation and report on management’s internal control report, from the |
21
Table of Contents
time that such reports are prepared; and hold timely discussions with the independent auditors regarding the following: |
• | All critical accounting policies and practices; | ||
• | All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; | ||
• | Other material written communications between the independent auditor and management, including, but not limited to, the management letter and schedule of unadjusted differences. |
9. | At least annually, obtain and review a report by the independent auditor describing: |
• | The firm’s internal quality-control procedures; | ||
• | Any material issues raised by the most recent internal quality-control review or peer review, or by any inquiry or investigation conducted by governmental or professional authorities during the preceding five years with respect to independent audits carried out by the firm, and any steps taken to deal with any such issues; and | ||
• | All relationships between the independent auditor and the Company, addressing the matters set forth in Independence Standards Board Standard No. 1. | ||
This Report should be used to evaluate the independent auditor’s qualifications, performance, and independence. Further, the committee will review the experience and qualifications of the lead partner and other senior members of the independent audit team each year and determine that all partner rotation requirements, as promulgated by applicable rules and regulations, are executed. The committee will also consider whether there should be rotation of the firm itself. |
10. | Actively engage in dialogue with the independent auditor with respect to any disclosed relationships or services that may affect the independence and objectivity of the auditor and take, or recommend that the full board take, appropriate actions to oversee the independence of the outside auditor. |
11. | Review and pre-approve (which may be pursuant to pre-approval policies and procedures) both audit and nonaudit services to be provided by the independent auditor. The authority to grant pre-approvals may be delegated to one or more designated members of the Audit Committee whose decisions will be presented to the full Audit Committee at its next regularly scheduled meeting. Approval of nonaudit services will be disclosed to investors in periodic reports required by Section 13(a) of the Securities Exchange Act of 1934. |
12. | Set clear hiring policies, compliant with governing laws and regulations, for employees or former employees of the independent auditor. |
13. | In consultation with the independent auditor and the internal auditor, review the integrity of the Company’s financial reporting processes (both internal and external), and the internal control structure (including disclosure controls and procedures and internal control over financial reporting). |
14. | Receive and review any disclosure from the Company’s CEO or CFO made in connection with the certification of the Company’s quarterly and annual reports filed with the SEC of: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial data; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. |
15. | Review major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; major |
22
Table of Contents
issues as to the adequacy of the Company’s internal controls; and any special audit steps adopted in light of material control deficiencies. | ||
16. | Review analyses prepared by management (and the independent auditor as noted in item 8 above) setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements. |
17. | Review the effect of regulatory and accounting initiatives, as well as off-balance-sheet structures, on the financial statements of the Company. |
18. | Review and approve all related-party transactions, defined as those transactions required to be disclosed under item 404 ofRegulation S-K. |
19. | Establish procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters. |
20. | Establish procedures for the confidential, anonymous submission by Company employees regarding questionable accounting or auditing matters. |
22. | Review activities, organizational structure, and qualifications of the internal audit function. |
24. | Periodically review, with the internal audit director any significant difficulties, disagreements with management, or scope restrictions encountered in the course of the function’s work. |
25. | Establish, review and update periodically a code of business conduct and ethics and determine whether management has established a system to enforce this code. Determine whether the code is in compliance with all applicable rules and regulations. |
26. | Review management’s monitoring of the Company’s compliance with its code of business conduct and ethics, and determine whether management has the proper review system in place such that the Company’s financial statements, reports, and other financial information disseminated to governmental organizations, and the public, satisfy legal requirements. |
27. | Review, with the Company’s counsel, legal compliance matters, including corporate securities trading policies. |
28. | Review, with the Company’s counsel, any legal matter that could have a significant impact on the Company’s financial statements. |
29. | Discuss policies with respect to risk assessment and risk management, including appropriate guidelines and policies to govern the process, as well as the Company’s major financial risk exposures and the steps management has undertaken to control them. |
30. | Review with the independent auditor, the internal auditing department, and management the extent to which changes or improvements in financial or accounting practices have been implemented. |
31. | Prepare the report that the SEC requires be included in the Company’s annual proxy statement. |
23
Table of Contents
32. | Conduct an annual performance assessment relative to the Audit Committee’s purpose, duties, and responsibilities outlined herein. |
33. | Perform any other activities consistent with this Charter, the Company’s by-laws, and governing law, as the Board deems necessary or appropriate. |
• | The director is an employee, or whose immediate family member is an executive officer, of the Company. | ||
• | The director receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). | ||
• | The director is affiliated with or employed by, or whose immediate family member is affiliate with or employed in a professional capacity by, a present or former internal or external auditor of the Company. | ||
• | The director is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Company’s present executives serve on that company’s compensation committee. | ||
• | The director is an executive officer or an employee, or whose immediate family member is an executive officer, of another company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues. |
24
Table of Contents
MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 | ||
!123456564525! |
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
o | Mark this box with an X if you have made changes to your name or address details above. |
A | Election of Directors (Class A term expires 2008) |
For | Withhold | |||
01-Wade F. B. Thompson | o | o | ||
02-Jan H. Suwinski | o | o |
In their discretion, upon the transaction of such other business as may come before the meeting.
B | Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed. |
nn | / | nn | / | nnnn |
1 U P X H H H P P P P 006737
Table of Contents
ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 6, 2005
The undersigned stockholder of Thor Industries, Inc. hereby appoints WADE F. B. THOMPSON and PETER B. ORTHWEIN or each of them, with power of substitution and revocation to each, as proxies to appear and vote all shares of the Company which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held on December 6, 2005 and any adjournments thereof, hereby revoking any proxy heretofore given, notice of which meeting and related proxy statement have been received by the undersigned.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND SHALL BE VOTED AS SPECIFIED HEREIN. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL #1.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)