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 17, 2021
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
THOR Industries, Inc. (the “Company”) held its 2021 annual meeting of shareholders (the “Annual Meeting”) on December 17, 2021. At the Annual Meeting, there were 48,185,170 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 four 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 2022, (3) the approval, on an advisory basis, of the compensation of the Company’s named executive officers, and (4) the approval of the amendment to the THOR Industries, Inc. 2016 Equity and Incentive Plan.
Proposal #1 – Election of Directors. The shareholders elected 10 nominees as directors to hold office until the 2022 annual meeting of shareholders and until their respective successors are duly elected and qualified by the following vote:
| | | |
Nominees FOR | WITHHELD |
01)Andrew Graves | 45,001,681 | 360,672 |
02)Christina Hennington | 45,086,815 | 275,538 |
03)Amelia A. Huntington | 45,032,460 | 329,893 |
04)Laurel Hurd | 45,079,934 | 282,419 |
05)Wilson Jones | 44,734,278 | 628,075 |
06)William J. Kelley, Jr. | 44,796,984 | 565,369 |
07)Christopher Klein | 44,981,373 | 380,980 |
08)Robert W. Martin | 45,005,426 | 356,927 |
09)Peter B. Orthwein | 44,900,796 | 461,557 |
10)James L. Ziemer | 44,820,575 | 541,778 |
Proposal #2 – Ratification of the appointment of Deloite &Touche LLP as our independent registered public accounting firm for our Fiscal Year 2022.
| | |
FOR | AGAINST | ABSTAIN |
47,783,360 | 378,972 | 22,950 |
Proposal #3 – Non-binding advisory vote to approve the compensation of our named executive officers.
| | |
FOR | AGAINST | ABSTAIN |
33,622,678 | 11,703,973 | 35,702 |
Proposal #4 – Approval of the amendment to the THOR Industries, Inc. 2016 Equity and Incentive Plan.
| | |
FOR | AGAINST | ABSTAIN |
43,448,633 | 1,868,721 | 44,999 |
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 thereunto duly authorized.
| | | | |
THOR Industries, Inc |
| | | | |
Date | December 17, 2021 | | /s/ Trevor Gasper | |
| | Name: | Trevor Gasper | |
| | Title: | Vice President General Counsel and Secretary | |
