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Published: 2020-12-18 12:52:34 ET
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tho-8k_20201218.htm
false 0000730263 0000730263 2020-12-18 2020-12-18

 

 

 

 

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. ☐

 

 

 

 

  

 

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