Winnebago Industries Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$WGO
Homebuilding
Industrials
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 16, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of shareholders of Winnebago Industries, Inc. (the “Company”) held on December 16, 2025 (the “Annual Meeting”), the Company’s shareholders approved the amended and restated 2019 Omnibus Incentive Plan (the “Restated Incentive Plan”), which incorporated certain amendments to the plan, including an increase in the number of shares of the Company’s common stock available for issuance thereunder by an additional 820,000 shares and an extension of the term of the plan. The Company’s shareholders also approved the amended and restated Employee Stock Purchase Plan (the “Restated ESPP”), which incorporated certain amendments to the plan, including an increase in the number of shares of the Company’s common stock for issuance thereunder by an additional 200,000 shares. A description of the terms of the Restated Incentive Plan and the Restated ESPP can be found in Proposals 3 and 4, respectively, in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 4, 2025 (the “2025 Proxy Statement”), and the full text of the Restated Incentive Plan and the Restated ESPP are attached as Appendix A and Appendix B, respectively, to the 2025 Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, five proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the 2025 Proxy Statement. A brief description of the proposals and the final results of the votes for each matter follows.
Item 1 – Election of Directors.
The following nominees were elected as Class II directors of the Company for three-year terms ending in 2028:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Kevin E. Bryant | 20,294,000 | 613,753 | 3,468,741 | |||||||||||||||||
| John M. Murabito | 19,109,818 | 1,797,935 | 3,468,741 | |||||||||||||||||
| Michael E. Pack | 20,804,623 | 103,130 | 3,468,741 | |||||||||||||||||
Item 2 – Advisory Approval of the Compensation of Named Executive Officers.
The compensation of the Company’s named executive officers was approved in a non-binding vote:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 20,040,899 | 776,712 | 90,142 | 3,468,741 | |||||||||||||||||
Item 3 – Approval of Amended and Restated 2019 Omnibus Incentive Plan.
The proposal to approve the Company’s amended and restated 2019 Omnibus Incentive Plan was approved:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 19,554,470 | 1,269,526 | 83,757 | 3,468,741 | |||||||||||||||||
Item 4 – Approval of Amended and Restated Employee Stock Purchase Plan.
The proposal to approve the Company’s amended and restated Employee Stock Purchase Plan was approved:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 20,562,730 | 277,523 | 67,500 | 3,468,741 | |||||||||||||||||
Item 5 – Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accountant for Fiscal 2026.
The selection of Deloitte & Touche LLP as the Company’s independent registered public accountant for the fiscal year ending August 29, 2026 was ratified:
| Votes For | Votes Against | Abstain | ||||||||||||
| 23,759,789 | 597,302 | 19,403 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
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.
WINNEBAGO INDUSTRIES, INC. | ||||||||||||||
| Date: | December 17, 2025 | By: | /s/ Stacy L. Bogart | |||||||||||
| Name: | Stacy L. Bogart | |||||||||||||
| Title: | Senior Vice President—Chief Legal Officer, Corporate Secretary and Corporate Responsibility | |||||||||||||