8-K


 

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, 2015


 
 
 
Winnebago Industries, Inc.
(Exact Name of Registrant as Specified in its Charter)

Iowa
001-06403
42-0802678
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
 
P.O. Box 152, Forest City, Iowa
 
50436
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant's telephone number, including area code   641-585-3535
 
______________________________________________________________________
(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 (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
 







Item 5.07    Submission of Matters to a Vote of Security Holders.
Winnebago Industries, ("the Company") held its annual meeting of shareholders (the “Annual Meeting”) on December 15, 2015. At the Annual Meeting, the Company's shareholders were asked to vote on three proposals: (1) the election of three Class I directors and one Class III director, (2)  the advisory approval of executive compensation, and (3) the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accountant for the fiscal year ending August 27, 2016. The results of the shareholder vote are set forth below.
Item 1 - Election of Directors.
Company shareholders elected the following nominees: Christopher J. Braun, David W. Miles and Martha T. Rodamaker, as Class I directors to hold office until the annual meeting of shareholders to be held following the Company's 2018 fiscal year or until their respective successor is duly elected and qualified; and William C. Fisher as a Class III director to hold office until the annual meeting of shareholders to be held following the Company's 2017 fiscal year or until his successor is duly elected and qualified. Information as to the vote on each director standing for election is provided below:
Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Christopher J. Braun
 
20,150,250
 
143,280
 
3,757,826
David W. Miles
 
20,198,991
 
94,539
 
3,757,826
Martha T. Rodamaker
 
20,127,098
 
166,432
 
3,757,826
William C. Fisher
 
20,166,239
 
127,291
 
3,757,826
Item 2 - Advisory Approval Vote on Executive Compensation (the “Say on Pay” Vote).
Company shareholders approved, on an advisory basis, the compensation of certain executives as disclosed in the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures in the definitive proxy statement relating to the Annual Meeting, as set forth below:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
19,262,128
 
953,749
 
77,653
 
3,757,826

Item 3 - Ratification of the Appointment of Independent Registered Public Accountants for the Fiscal Year Ending August 27, 2016..
Company shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending August 27, 2016., as set forth below:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
23,957,139
 
58,053
 
36,164
 


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.
 
 
 
(Registrant)
 
 
 
 
 
Date:
December 16, 2015
 
By:
/s/ Larry A. Erickson
 
 
 
Name:
Larry A. Erickson
 
 
 
Title:
Chairman of the Board and Chief Executive Officer