Form 8-K - Current report

THOR Industries, Inc

Date December 15, 2023

/s/ Trevor Gasper

Trevor Gasper

Senior Vice President

General Counsel and Secretary

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 15, 2023

LOGO

THOR Industries, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	1-9235	93-0768752
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

601 East Beardsley Avenue,

Elkhart, Indiana

46514-3305

(Address of Principal Executive Offices)

(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 2023 annual meeting of shareholders (the “Annual Meeting”) on December 15, 2023. At the Annual Meeting, there were 47,442,615 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 8 directors, (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024, (3) the approval, on an advisory basis, of one-year frequency of the “Say on Pay” vote, and (4) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Proposal #1 – Election of Directors. The shareholders elected 8 nominees as directors to hold office until the 2024 annual meeting of shareholders and until their respective successors are duly elected and qualified by the following vote:


Nominees	FOR	WITHHELD

01)Andrew Graves	44,802,435	301,412
02)Christina Hennington	44,818,969	284,878
03)Amelia A. Huntington	44,094,938	1,008,909
04)Laurel Hurd	44,858,348	245,499
06)William J. Kelley, Jr.	44,829,517	274,330
07)Christopher Klein	44,706,480	397,367
08)Robert W. Martin	44,885,860	217,987
09)Peter B. Orthwein	44,548,700	555,147

Proposal #2 – Ratification of the appointment of Deloite &Touche LLP as our independent registered public accounting firm for our Fiscal Year 2024.


FOR	AGAINST	ABSTAIN
44,763,413	2,656,531	22,671

Proposal #3 – Advisory vote to approve the frequency of the “Say on Pay” vote.


1 YEAR	2 YEARS	3 YEARS	ABSTAIN
43,724,504	170,548	1,175,387	33,408

Proposal #4 – Non-binding advisory vote to approve the compensation of our named executive officers.


FOR	AGAINST	ABSTAIN
40,571,499	4,459,944	72,404

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.

Document and Entity Information	Dec. 15, 2023
Cover [Abstract]
Entity Registrant Name	THOR INDUSTRIES INC
Amendment Flag	false
Entity Central Index Key	0000730263
Document Type	8-K
Document Period End Date	Dec. 15, 2023
Entity Incorporation State Country Code	DE
Entity File Number	1-9235
Entity Tax Identification Number	93-0768752
Entity Address, Address Line One	601 East Beardsley Avenue
Entity Address, City or Town	Elkhart
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46514-3305
City Area Code	(574)
Local Phone Number	970-7460
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock (Par value $.10 Per Share)
Trading Symbol	THO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false