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): December 18, 2020
Thor Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation) | 1-9235 (Commission File Number) | 93-0768752 (IRS Employer Identification No.) |
601 East Beardsley Avenue, Elkhart, Indiana (Address of Principal Executive Offices) | 46514-3305 (Zip Code) |
Registrant’s telephone number, including area code: (574) 970-7460
N/A
(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:
| ☐ | 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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock (Par value $.10 Per Share) | THO | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Thor Industries, Inc. (the ”Company”) held its 2020 annual meeting of shareholders (the“Annual Meeting) on December 18, 2020. At the Annual Meeting, there were 49,743,259 shares of common stock of the Company present in person or by proxy and entitled to vote. The Company’s shareholders were asked to vote on three proposals: (1) the election of 10 directors, (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2021, and (3) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.
Proposal #1 – Election of Directors. The shareholders elected 10 nominees as directors to hold office until the 2021 annual meeting of shareholders and until their respective successors are duly elected and qualified by the following vote:
| | | | | | | |
Nominee | | For | | Withheld | | Broker Non-Votes |
Andrew Graves | | 46,027,381 | | 319,899 | | | 3,395,979 |
Amelia A. Huntington | | 46,174,064 | | 173,216 | | | 3,395,979 |
Wilson Jones | | 45,339,406 | | 1,007,874 | | | 3,395,979 |
Christopher Klein | | 45,565,884 | | 781,396 | | | 3,395,979 |
J. Allen Kosowsky | | 45,023,991 | | 1,323,289 | | | 3,395,979 |
Robert W. Martin | | 46,051,669 | | 295,611 | | | 3,395,979 |
Peter B. Orthwein | | 45,933,072 | | 414,208 | | | 3,395,979 |
Jan H. Suwinski | | 45,609,692 | | 737,588 | | | 3,395,979 |
James L. Ziemer | | 45,517,781 | | 829,499 | | | 3,395,979 |
William J. Kelley, Jr. | | 46,197,014 | | 150,266 | | | 3,395,979 |
Proposal #2 – Ratification of Deloitte & Touche LLP. The shareholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2021 by the following vote:
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
49,000,621 | | 624,110 | | 118,528 | | 0 |
Proposal #3 – Advisory Vote to Approve Compensation of Named Executive Officers. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following vote:
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
44,375,148 | | 1,861,676 | | 110,456 | | 3,395,979 |
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.
| | Thor Industries, Inc. | |
| | | | |
Date: | December 18, 2020 | By: | /s/ W. Todd Woelfer | |
| | Name: | W. Todd Woelfer | |
| | Title: | Senior Vice President, | |
| | | General Counsel and Secretary | |
