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To the Shareholders of Winnebago Industries, Inc.
The Annual Meeting of Shareholders of Winnebago Industries, Inc.
will be held on Tuesday, December 15, 2015 , at 4:00 p.m., Central
Standard Time, in Winnebago Industries' South Office Complex
Theater, 605 West Crystal Lake Road, Forest City, Iowa, for the
following purposes:
The Board of Directors of the Company has fixed the close of
business on October 13, 2015 , as the record date for the
determination of shareholders entitled to notice of and to vote at
this meeting and at any and all adjournments thereof.
Whether or not you expect to attend the meeting in person,
please vote via the Internet or telephone or request a paper proxy
card to complete, sign and return by mail so that your shares may
be voted. A prompt response is helpful and your cooperation is
appreciated.
Statements in this Proxy Statement not based on historical facts
are considered “forward-looking” and, accordingly, involve risks
and uncertainties that could cause actual results to differ
materially from those discussed. Although such forward-looking
statements have been made in good faith and are based on reasonable
assumptions, there is no assurance that the expected results will
be achieved. These statements include (without limitation)
statements as to future expectations, beliefs, plans, strategies,
objectives, events, conditions and financial performance. These
statements are intended to constitute “forward-looking” statements
in connection with the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Winnebago Industries,
Inc., an Iowa corporation (the “Company,” “Winnebago Industries,”
“we,” “us” and “our”), is providing this cautionary statement to
disclose that there are important factors that could cause actual
results to differ materially from those anticipated. Reference is
made to our Annual Report on Form 10-K for the fiscal year ended
August 29, 2015 (the “2015 Form 10-K”) filed with the Securities
and Exchange Commission (the “SEC”) for a list of such factors.
This Proxy Statement is furnished in connection with the
solicitation by our Board of Directors of proxies to be used at the
Annual Meeting of Shareholders to be held in our South Office
Complex Theater, 605 West Crystal Lake Road, Forest City, Iowa on
December 15, 2015 , at 4:00 p.m., Central Standard Time, and at any
and all adjournments thereof (the “Annual Meeting” or the
“Meeting”).
In accordance with rules and regulations adopted by the SEC,
instead of mailing a printed copy of our proxy materials to each
shareholder of record, we are now furnishing proxy materials to our
shareholders on the Internet. If you received a Notice of Internet
Availability of Proxy Materials by mail, you will not receive a
printed copy of the proxy materials, unless you specifically
request a printed copy. Instead, the Notice of Internet
Availability of Proxy Materials will instruct you as to how you may
access and review all of the important information contained in the
proxy materials. The Notice of Internet Availability of Proxy
Materials also instructs you as to how you may submit your proxy on
the Internet. If you received a Notice of Internet Availability of
Proxy Materials by mail and would like to receive a printed copy of
our proxy materials, you should follow the instructions for
requesting such materials included in the Notice of Internet
Availability of Proxy Materials.
It is anticipated that the Notice of Internet Availability of
Proxy Materials will be mailed to shareholders on or about October
27, 2015 .
Only holders of Common Stock of record at the close of business
on October 13, 2015 will be entitled to Notice of Internet
Availability of Proxy Materials and to vote at the Annual Meeting.
At such date, we had outstanding 27,312,576 shares of Common Stock,
par value $.50 per share (“Common Stock”)
that were eligible to vote. Each share of Common Stock entitles
the holder to one vote upon each matter to be voted upon at the
meeting. A majority of the outstanding shares of Common Stock
represented in person or by proxy will constitute a quorum for the
Annual Meeting.
If you hold shares in your own name, by submitting a proxy you
may either vote for or withhold authority to vote for each nominee
for the Board of Directors, you may vote in favor or against or
abstain from the ratification of the appointment of independent
registered public accountant, and you may vote in favor or against
or abstain from the approval on an advisory basis of the executive
compensation disclosed in this Proxy Statement. If you sign and
submit your proxy card without voting instructions, your shares
will be voted in favor of each director and each other item
considered for shareholder approval. If you hold shares through a
broker, follow the voting instructions provided by your broker. If
you want to vote in person, a legal proxy must be obtained from
your broker and brought to the Meeting. The New York Stock Exchange
(“NYSE”) permits brokers to vote their customers' shares on routine
matters when the brokers have not received voting instructions from
their customers. The ratification of the appointment of independent
registered public accountant is an example of a routine matter on
which brokers may vote in this way. Brokers may not vote their
customers' shares on non-routine matters such as shareholder
proposals unless they have received voting instructions from their
customers. Under NYSE rules, brokers are also not permitted to
exercise discretionary voting authority with respect to shares for
which voting instructions have not been received, as such voting
authority pertains to the election of directors (whether contested
or uncontested) and to matters relating to executive compensation.
As a result of the NYSE rules, unless they have received voting
instructions from their customers, brokers may not vote their
customers' shares on any other matters other than ratification of
our independent registered public accountant.
Directors must be elected by a plurality of the votes cast at
the Meeting. This means that the four (five) nominees receiving the
greatest number of votes will be elected as directors. Votes
withheld from any nominee will still be counted for the purposes of
establishing a quorum but will have no legal effect on the election
of directors due to the fact that such elections are by a plurality
of the votes cast. The ratification of the appointment of the
independent registered public accountant requires the affirmative
vote of a majority of those shares of Common Stock present in
person or represented by proxy. Withheld votes and abstentions with
respect to this Item will have the same effect as a vote against
the matter.
In addition, while the Board of Directors intends to carefully
consider the shareholder votes resulting from the proposal under
Item (2): Proposal For an Advisory Vote on Executive Compensation
(the "Say on Pay" Vote), the final votes of shareholders will not
be binding on the Company, but will be advisory in nature.
We are not now aware of any matters to be presented at the
Annual Meeting other than the election of the four nominees
described in this Proxy Statement, the advisory approval of
executive compensation, and the ratification of the appointment of
independent registered public accountant. If any matters not
described in this Proxy Statement are properly presented at the
Meeting, the proxies will use their personal judgment to determine
how to vote your shares. If the Meeting is adjourned, the proxies
can vote your Common Stock on the new Meeting date as well, unless
you have revoked your proxy instructions.
Before the Meeting, you can appoint a proxy to vote your shares
of Common Stock by following the instructions as set forth in the
Notice of Internet Availability of Proxy Materials. If, by request,
you have received a printed copy of our proxy materials, you can
appoint a proxy to vote your shares of Common Stock (i) by using
the Internet (http://www.eproxy.com/wgo/), (ii) by calling the
toll-free telephone number (1-800-560-1965) or (iii) you may
indicate your vote by completing, signing and dating the proxy card
where indicated and returning the card to us by 12:00 p.m. Central
Standard Time on December 14, 2015.
If a proxy card is executed and returned, it may nevertheless be
revoked at any time in accordance with the following instructions.
A person may revoke a proxy electronically by
entering a new vote via the Internet or by telephone or a proxy
may be revoked by (i) giving written notice to the Secretary of the
Company (the “Secretary”), (ii) subsequently granting a later-dated
proxy, (iii) attending the Meeting and voting in person or (iv)
executing a proxy designating another person to represent you at
the Meeting and voting by your representative at the Meeting.
Unless revoked, the shares represented by validly executed proxies
will be voted at the Meeting in accordance with the instructions
indicated thereon. To revoke a proxy by telephone or the Internet,
you must do so by 12:00 p.m. Central Standard Time on December 14,
2015 (following the directions on the instructions as set forth in
the Notice of Internet Availability of Proxy Materials or in the
printed proxy materials received by request). Attendance at the
Annual Meeting will not cause your previously granted proxy to be
revoked unless you specifically so request.
If no instructions are indicated on a proxy that is signed and
received by us, it will be voted: (i) for the election of the four
nominees for director named below (Item 1), (ii) for the advisory
approval of executive compensation (Item 2), (iii) for the
ratification of the appointment of Deloitte & Touche LLP as our
independent registered public accountant for Fiscal 2016 (Item 3),
and (iv) in the discretion of the named proxies upon such other
matters as may properly come before the Meeting.
The following table contains information with respect to the
ownership of the Common Stock by each person known to us who is the
beneficial owner of more than 5% of the outstanding Common Stock.
This information is based on ownership reported as of December 31,
2014 according to SEC filings of the listed beneficial owner unless
more recent information was appropriate to be used.
The following table sets forth certain information known to us
with respect to beneficial ownership of our Common Stock, as
defined in Rule 13(d)(3) under the Exchange Act, at October 13,
2015 for (i) each of our directors, (ii) each executive officer of
the Company as of the end of Fiscal 2015 named in the summary
compensation table below, (iii) all executive officers and
directors as a group.
Section 16(a) of the Exchange Act requires our officers and
directors and persons who own more than 10% of the our Common Stock
(collectively, “Reporting Persons”) to file reports of ownership
and changes in ownership with the SEC. Reporting Persons are
required by the SEC regulations to furnish us with copies of all
Section 16(a) forms they file. Based solely on its review of the
copies of such forms received or written representations from
certain Reporting Persons that no Forms 5 were required for those
persons, we believe that, during Fiscal 2015 , all Reporting
Persons complied with all applicable filing requirements.
Board Leadership Structure. Our By-Laws and Corporate Governance
Policy delegate to the Board of Directors the right to exercise its
discretion to either separate or combine the offices of Board Chair
and Chief Executive Officer ("CEO"). This decision is based upon
the Board's determination of what is in the best interests of
Winnebago Industries and our
shareholders, in light of then‑current and anticipated future
circumstances and taking into consideration succession planning,
skills and experience of the individual(s) filling those positions,
and other relevant factors.
Mr. Potts, the former Chair, CEO, and President, retired
effective August 6, 2015. At that time, Lawrence A. Erickson, then
Lead Director, was elected as the Chair. At the October 14, 2015,
Board meeting, the Board determined that, in their best judgment,
the Chair and CEO role should be split, with the Chair being one of
the independent directors and the CEO being a non-independent,
employee director. The Board determined that this was a best
corporate governance practice and would lead to better decision
making, better shareholder value, and more clear cut lines of
authority.
Following Mr. Potts' retirement, Robert J. Olson, former Chair
and CEO who had retired from the Company's Board in December 2014,
returned and was named the interim CEO and served as such from
August 6, 2015 until September 24, 2015. On September 25, 2015, the
Board elected Mr. Erickson to fill the role of CEO until a
permanent CEO is found. Mr. Fisher was appointed at the March 18,
2015, Board meeting, effective May 1, 2015, to the opening in the
Board created by
Having an independent Chair provides us with a strong governance
and leadership structure that is designed to exercise independent
oversight of our management ("Management") and key issues related
to strategy and risk. In addition, only independent Directors serve
on the Audit Committee, the Human Resources Committee and the
Nominating and Governance Committee of the Board; moreover,
Non-Employee Directors regularly hold executive sessions of the
Board outside the presence of the CEO or any other Winnebago
Industries employee with the Corporate Governance Policy requiring
the Board's independent Directors to hold executive sessions at
least once each year; such executive sessions are led by the Chair;
and we have established a Shareholder and Other Interested Party
Communications Policy for all shareholders and other interested
parties.
The Board recognizes that, depending on the specific
characteristics and circumstances of the Company, other leadership
structures might also be appropriate. The Company is committed to
reviewing this determination on an annual basis.
Lead Director. According to the Company's Corporate Governance
Policy, when the Chair of the Board is also the CEO or an employee
of the Company, the Non-Employee Directors shall select an
independent director to preside or lead at each executive session
(the “Lead Director”). The Company's Corporate Governance Policy
sets forth the authority, duties and responsibilities of the Board
of Directors' Lead Director as follows: convene and chair meetings
of the
Non-Employee Directors in executive session at each Board
meeting; convene and chair meetings of the independent directors in
executive session no less than once each year; preside at all
meetings of the Board at which the Chair and CEO is not present,
including executive sessions of the non-management directors and
independent directors; solicit the Non-Employee Directors for
advice on agenda items for meetings of the Board; serve as a
liaison between the Chair and CEO and the Non-Employee Directors;
collaborate with the Chair and CEO in developing the agenda for
meetings of the Board and approve such agendas; consult with the
Chair and CEO on information that is sent to the Board; collaborate
with the Chair and the Chairs of the standing committees in
developing and managing the schedule of meetings of the Board and
approve such schedules; and if requested by major shareholders,
ensure that he or she is available for consultation and direct
communication. In performing the duties described above, the Lead
Director is expected to consult with the Chairs of the appropriate
Board committees and solicit their participation. The Lead Director
also performs such other duties as may be assigned to the Lead
Director by the Company's By-Laws or the Board. Mr. Erickson was
Lead Director and was named Board Chair when Mr. Potts retired on
August 6, 2015. Mr. Erickson assumed the role of Interim CEO on
September 25 and now serves as Chair and Interim CEO. Because his
CEO role is interim, the Board has not designated a Lead Director
and Mr. Erickson is acting as both Chair and Lead Director. In the
event Mr. Erickson's role as CEO continues beyond the near term,
the Board will re-examine the need to fill the Lead Director role
with an independent director.
Committees of the Board. The Board has established standing
Audit, Human Resources, Nominating and Governance, and Business
Development Advisory Committees to assist it in the discharge of
its responsibilities. Each of such committees is governed by a
written charter.
(3) As of September 25, 2015, Mr. Erickson became the interim
CEO and was no longer considered independent and, therefore, could
no longer serve on any of the SEC/NYSE mandatory committees. During
the time he remains as interim CEO Mr. Chiusano will be the chair
of the HR Committee.
Audit Committee. Each year, the committee appoints the
independent registered public accountant to examine our financial
statements. It reviews with representatives of the independent
registered public accountant the auditing arrangements and scope of
the independent registered public accountant's examination of the
books, results of those audits, any non-audit services, their fees
for all such services and any problems identified by and
recommendations of the independent registered public accountant
regarding internal controls. Others in regular attendance for part
of the Audit Committee meeting typically include: the Chair; the
CEO; the CFO; the Vice President, General Counsel and Secretary;
and the Treasurer/Director of Finance. The Audit Committee meets at
least annually with the CFO, the internal auditors and the
independent auditors in separate executive sessions. The Audit
Committee is also prepared to meet privately at any time at the
request of the independent registered public accountant or members
of our Management to review any special situation arising on any of
the above subjects. The Audit Committee also performs other duties
as set forth in its written charter which is available for review
on our Web Site at http://www.winnebagoind.com/governance.html. The
Audit Committee annually reviews its written charter and recommends
to the Board such changes as it deems necessary. Reference is also
made to the “Report of the Audit Committee” herein.
Human Resources Committee. The Human Resources Committee's
charter, which is available for review on our Web Site at
http://www.winnebagoind.com/governance.html, establishes the scope
of the committee's duties to include: (1) reviewing and approving
corporate goals and objectives relevant to compensation of our CEO,
evaluating performance and compensation of our CEO in light of such
goals and objectives and establishing compensation levels for other
executive officers; (2) overseeing the evaluation of our executive
officers (other than the CEO) and approving the general
compensation program and salary structure of such executive
officers; (3) administering and approving awards under our
incentive compensation and equity-based plan; (4) reviewing and
approving any executive employment agreements, severance
agreements, and change in control agreements; (5) from time to
time, reviewing the list of peer group of companies to which we
compare ourself for compensation purposes; (6) reviewing and
approving Board retainer fees, attendance fees, and other
compensation, if any, to be paid to Non-Employee Directors; (7)
reviewing and discussing with Management the Compensation
Discussion and Analysis section and certain other disclosures
including those relating to compensation advisors, compensation
risk and say on pay, as applicable for our Form 10-K and proxy
statement; and (8) preparing an annual report on executive
compensation for our Form 10-K and proxy statement.
Role of Executive Officers — In Fiscal 2015 , the Human
Resources Committee delegated authority to designated members of
Management to approve employment compensation packages for certain
employees, not including the Named Executive Officers (NEOs) (as
defined below), under certain circumstances. During Fiscal 2015 ,
Mr. Potts as CEO, recommended to the committee proposals for
base
salary, target short-term incentive levels, actual short-term
incentive payouts and long-term incentive grants for the other NEOs
for Fiscal 2015. The committee separately considers, discusses,
modifies as appropriate, and takes action on such proposals and the
compensation of the CEO and other NEOs. See “Compensation
Discussion and Analysis-Role of Executive Officers in Compensation
Decisions” below for further detail.
Role of Compensation Consultants — The Human Resources Committee
has periodically utilized an outside compensation consultant for
matters relating to executive compensation. In Fiscal 2015, the
committee retained a compensation consultant, Towers Watson, to
conduct a new study on executive compensation that was reviewed by
the committee in June 2015. As described in "Compensation
Discussion and Analysis - Competitive Benchmarking" below,
compensation decisions made during Fiscal 2015 relied in part upon
the 2015 Towers Watson study.
Nominating and Governance Committee. The Nominating and
Governance Committee's charter, which is available for review on
our Web Site at http://www.winnebagoind.com/governance/html,
establishes the scope of the committee's duties to include: (1)
adopting policies and procedures for identifying and evaluating
director nominees, including nominees recommended by shareholders;
(2) identifying and evaluating individuals qualified to become
Board members, considering director candidates recommended by
shareholders and recommending that the Board select the director
nominees for the next annual meeting of shareholders; (3)
establishing a process by which shareholders and other interested
parties will be able to communicate with members of the Board; (4)
developing and recommending to the Board a Corporate Governance
Policy applicable to the Company; and (5) reviewing and approving
Related Person Transactions (as defined below). The committee
recommended to the Board the director-nominees proposed in this
Proxy Statement for election by the shareholders. The Nominating
and Governance Committee reviews the qualifications of, and
recommends to the Board, candidates to fill Board vacancies as they
may occur during the year. The Nominating and Governance Committee
will consider suggestions from all sources, including shareholders,
regarding possible candidates for director in accordance with our
Director Nomination Policy, as discussed below. See also "Fiscal
Year 2016 Shareholder Proposals" and Appendix A "Director
Nomination Policy" below for a summary of the procedures that
shareholders must follow to nominate a director.
Business Development Advisory Committee. The Business
Development and Advisory Committee's charter, which is available
for review on our Web Site at
http://www.winnebagoind.com/governance/html, establishes the scope
of the committee's duties to include: (1) providing a Board of
Director forum to Operational Leadership of Winnebago Industries to
review, guide and advise members on subject matters of material
importance as chosen by the Winnebago Operational Leadership and
approved by the Board of Directors committee members; and (2)
creating a working environment to permit topic related ideas,
experiences and perspectives to be shared by all members to foster
improved strategic analysis and decision making.
Our Board of Directors held five meetings during Fiscal 2015 .
Actions taken by any committee of the Board are reported generally
to the Board of Directors at its next meeting. During Fiscal 2015 ,
all of the directors attended more than 75% of the aggregate of
Board of Directors' meetings and meetings of committees of the
Board on which they served. Our Corporate Governance Policy,
discussed below, encourages, but does not require, Board members to
attend the Annual Meeting. At the last Annual Meeting, all of the
then-current directors were in attendance.
Executive Sessions of Non-Employee Directors — Independent
Directors meet privately in executive sessions to consider such
matters as they deem appropriate, without Management being present,
as a routinely scheduled agenda item for every Board meeting and at
least once a year. pursuant to the requirements of the NYSE. During
Fiscal 2015 , all Non-Employee Directors were independent, except
Robert Olson who retired in December 2014. See "Director
Independence" below. Prior to Mr. Erickson being elected Chair in
August 2015, he served as Lead Director since December 13, 2011
while Mr. Potts served as Chair and CEO.
The Board has adopted the Corporate Governance Policy which
incorporates the corporate governance principles by which we
operate. The Nominating and Governance Committee annually reviews
the Corporate Governance Policy and recommends any changes to the
Board. A copy of our Corporate Governance Policy is available on
our Web Site at http://www.winnebagoind.com/governance.html.
Nominations of Directors Policy. The Nominating and Governance
Committee has adopted a Director Nomination Policy (attached as
Appendix A to this Proxy Statement) (the "Director Nomination
Policy") to assist it in fulfilling its duties and responsibilities
in consideration of director nominations.
Briefly, the Nominating and Governance Committee will consider
as a candidate any director who has indicated to the Nominating and
Governance Committee that he or she is willing to stand for
re-election, and who has not reached the age of 75 years prior to
the date of re-election to the Board, as well as any other person
who is recommended by any shareholder who provides the required
information and certifications within the specified time
requirements, as set forth in the Director Nomination Policy. The
Nominating and Governance Committee may also undertake its own
search process for candidates and may retain the services of
professional search firms or other third parties to assist in
identifying and evaluating potential nominees.
In considering a potential nominee for the Board, candidates
also will be assessed in the context of the then‑current
composition of the Board, the operating requirements of the Company
and the long‑term interests of all shareholders. In conducting this
assessment, the Nominating and Governance Committee will consider
diversity (including, but not limited to, age, experience and
skills) and such other factors as it deems appropriate given the
then‑current and anticipated future needs of the Board and the
Company in order to maintain a balance of perspectives,
qualifications, qualities and skills on the Board. Although the
Nominating and Governance Committee may seek candidates that have
different qualities and experiences at different times in order to
maximize the
aggregate experience, qualities and strengths of the Board
members, nominees for each election or appointment of directors
will be evaluated using a substantially similar process, without
regard to race, religion, gender, national origin or other
protected category, and under no circumstances will the Nominating
and Governance Committee evaluate nominees recommended by a
shareholder of the Company pursuant to a process substantially
different than that used for other nominees for the same election
or appointment of directors. The Nominating and Governance
Committee considers and assesses the implementation and
effectiveness of this process in connection with Board nominations
annually to assure that the Board contains an effective mix of
individuals to best further the Company's long-term business
interests. Audit, Human Resources, and Nominating and Governance
Committees all perform annual self-assessments of their
effectiveness.
Other than the foregoing, there are no stated minimum criteria
for director nominees, although the Nominating and Governance
Committee may also consider such other factors as it may deem are
in the best interests of the Company and its shareholders. The
Nominating and Governance Committee does, however, believe it
appropriate for at least one member of the Board and Audit
Committee to meet the criteria as an "audit committee financial
expert" as defined by SEC rules.
Policy and Procedures With Respect to Related Person
Transactions. The Board of Directors adopted the Winnebago
Industries, Inc. Related Person Transaction Policy and Procedures,
which provides that the Nominating and Governance Committee will
review and approve Related Person Transactions (as defined below);
provided that the Human Resources Committee will review and approve
the compensation of each employee who is an immediate family member
of a director or executive officer and whose compensation exceeds
$120,000. The Chair of the Nominating and Governance Committee has
delegated authority to act between committee meetings.
The policy defines a “Related Person Transaction” as a
transaction, arrangement or relationship (or any series of similar
transactions, arrangements or relationships) in which we were, are
or will be a participant and the amount involved exceeds $120,000
and in which any Related Person (as defined below) had, has or will
have a direct or indirect material interest, other than:
“Related Person” is defined as (1) each director, director
nominee and executive officer, (2) 5% or greater beneficial owners,
(3) immediate family members of the foregoing persons and (4) any
entity in which any of the foregoing persons is a general partner
or principal or in a similar position or in which such person and
all other related persons to such person has a 10% or greater
beneficial interest.
The Nominating and Governance Committee will assess whether a
proposed transaction is a Related Person Transaction for purposes
of the policy. Under the policy, the Chair of the Nominating and
Governance Committee has the authority to pre-approve or ratify (as
applicable) any Related Person Transaction with a Related Person in
which the aggregate amount involved is expected to be less than
$500,000.
The policy recognizes that certain Related Person Transactions
are in our and our shareholders' best interests. Each of the
following Related Person Transactions are deemed to be pre-approved
by the Nominating and Governance Committee pursuant to the policy,
even if the aggregate amount involved will exceed $120,000:
The approval procedures in the policy identify the factors the
Nominating and Governance Committee will consider in evaluating
whether to approve or ratify Related Person Transactions or
material amendments to pre-approved Related Person Transactions.
The Nominating and Governance Committee will consider all of the
relevant facts and circumstances available to the Nominating and
Governance Committee, including (if applicable) but not limited to:
whether
the Related Person Transaction is on terms no less favorable
than terms generally available to an unaffiliated third-party under
the same or similar circumstances, the extent of the Related
Person's interest in the transaction, and whether the proposed
Related Person Transaction is in compliance with or would require
disclosure under applicable SEC rules and regulations, NYSE listing
requirements and our policies.
The policy provides for the annual pre-approval by the
Nominating and Governance Committee of certain Related Person
Transactions that are identified in the policy, as the policy may
be supplemented and amended. During Fiscal 2015 , there were no
Related Person Transactions to disclose.
Corporate Governance Policies and Codes of Conduct. The Board of
Directors has adopted a Corporate Governance Policy, a Director
Nomination Policy, a Shareholder and Other Interested Party
Communications Policy and written charters for its Audit Committee,
Human Resources Committee and Nominating and Governance
Committee.
The Board of Directors also has adopted a Code of Ethics
applicable to all of our directors, officers and employees and the
Code of Ethics for CEO and Senior Financial Officers (including the
CFO and the Treasurer/Director of Finance). These policies,
charters, codes and other items relating to our governance are
available on our Web Site at
http://www.winnebagoind.com/governance.html. These documents are
also available in print free of charge to any shareholder who
requests them in writing from: Winnebago Industries, Inc., Attn:
Vice President-General Counsel and Secretary, 605 West Crystal Lake
Road, Forest City, Iowa 50436. Information contained on our Web
Site is not incorporated into this Proxy Statement or other
securities filings.
Director Independence. Under our Corporate Governance Policy and
NYSE rules, the Board must have a majority of directors who meet
the standards for independence under our Director Nomination Policy
and applicable NYSE rules, respectively. The Board must determine,
based on a review of all of the relevant facts and circumstances,
whether each director satisfies the criteria for independence. In
accordance with the Director Nomination Policy, the Board undertook
its annual review of director and director nominee independence.
During this review, the Board considered a variety of relevant
facts and circumstances, including a review of all transactions and
relationships between each director and director nominee or any
member of his immediate family and the Company and its subsidiaries
and affiliates known to the Company. The Board also considered
whether there were any transactions or relationships between
directors, nominees or any member of their immediate family (or any
entity of which a director, director nominee or an immediate family
member is an executive officer, general partner or significant
equity holder). As provided in the Director Nomination Policy, the
purpose of this review was to determine whether any such
relationships or transactions existed or exist that were
inconsistent with a determination that the director or nominee is
independent. As a result of this review, the Board, at its meeting
in October 2015, affirmatively determined that Mr. Aal (Class I
director), Mr. Chiusano (Class II director), Mr. Currie (Class II
director), Mr. Erickson (Class II director), Ms. Rodamaker (Class I
director), Mr. Fisher (Class III director) and Mr. Schroepfer
(Class III director), are independent as defined by the
relevant
provisions of applicable law, the NYSE listing standards and our
Director Nomination Policy and that each independent director and
nominee has no material relationship with Winnebago Industries. As
a result of this review, the Board determined that a majority of
directors are independent.
As a result, all members of the Audit Committee, Human Resources
Committee and Nominating and Governance Committee are independent
under these standards.
Shareholder and Other Interested Party Communications with
Directors . The Nominating and Governance Committee has adopted a
policy for shareholders and other interested parties to send
communications to the Board. Shareholders and other interested
parties who desire to communicate with our directors or a
particular director may write to: Winnebago Industries, Inc., Attn:
Vice President-General Counsel and Secretary, 605 West Crystal Lake
Road, Forest City, Iowa 50436; or e-mail:
sfolkers@winnebagoind.com. All communications must be accompanied
by the following information (i) if the person submitting the
communication is a shareholder, a statement of the number of shares
of Common Stock that the person holds; (ii) if the person
submitting the communication is not a shareholder and is submitting
the communication to the non-Management directors as an interested
party, the nature of the person's interest in Winnebago Industries;
(iii) any special interest, meaning an interest not in the capacity
of a shareholder, of the person in the subject matter of the
communication; and (iv) the address, telephone number and e-mail
address, if any, of the person submitting the communication.
Communications received from shareholders and other interested
parties to the Board of Directors will be reviewed by the Vice
President-General Counsel and Secretary, or such other person
designated by all non-Management members of the Board, and if they
are relevant to, and consistent with, our operations and policies
that are approved by all non-Management members of the Board, they
will be forwarded to the Lead Director, or Board Chair if the Chair
is an independent director, or applicable Board member or members
as expeditiously as reasonably practicable.
Risk Management Oversight Process. We face a number of risks,
including financial, technological, operational, strategic and
competitive risks. Management is responsible for the day-to-day
management of risks we face, while the Board has responsibility for
the oversight of risk management. In its risk oversight role, the
Board ensures that the processes for identification, management and
mitigation of risk by our management are adequate and functioning
as designed. Our Board is actively involved in overseeing risk
management and it exercises its oversight both through the full
Board and through three of the standing committees of the Board:
the Audit Committee, the Human Resources Committee, and the
Nominating and Governance Committee. These standing
committees exercise oversight of the risks within their areas of
responsibility, as disclosed in the descriptions of each of the
committees above and in the charters of each of the committees. The
Board and these committees receive information used in fulfilling
their oversight responsibilities through our executive officers and
other advisors, including our legal counsel, our independent
registered public accounting firm, our consulting firm for internal
controls over financial reporting, and the compensation consultants
we have engaged from time to time. At meetings of the Board,
management makes presentations to the Board regarding our business
strategy, operations, financial performance, annual budgets,
technology and other matters. Many of these presentations include
information relating to the challenges and risks to our business
and the Board and management actively engage in discussion on these
topics. Each of the committees also receives reports from
management regarding matters relevant to the work of that
committee. These management reports are supplemented by information
relating to risk from our advisors. Additionally, following
committee meetings, the Board receives reports by each committee
chair regarding the committee’s considerations and actions. In this
way, the Board also receives additional information regarding the
risk oversight functions performed by each of these committees.
In Fiscal 2015, the Human Resources Committee engaged an outside
compensation consultant, Towers Watson, to conduct an updated
analysis of the total compensation paid to the Board of Directors
(hereinafter, the "2015 Compensation Analysis"). The Consultant was
retained by the Committee and has not performed any services for
Management. The Committee engaged the Consultant to perform the
2015 Compensation Analysis, in part, to update a prior analysis
prepared by the Consultant in 2013 (the "2013 Compensation
Analysis"). The Committee has the sole authority to retain or
terminate any compensation consultant used in the evaluation of
compensation packages and has the sole authority to approve the
consultant's fees.
Employee directors receive no additional compensation for
serving on the Board or its committees. Each of our Non-Employee
Directors receives an annual retainer of $38,000, payable monthly,
plus reimbursement of expenses incurred in attending Board and
committee meetings. The Lead Director or Board Chair if CEO is not
chair, receives an additional $5,000 annual retainer, payable
monthly, due to the Chair or Lead Director's additional
responsibilities. The Audit Committee Chair receives an additional
annual retainer of $10,000, payable monthly, due to the Audit
Chair's additional responsibilities. The Chairs of the other Board
committees receive an annual retainer of $5,000, payable monthly.
We also pay meeting fees of $1,200 per day (regardless of the
number of meetings attended in that day). Compensation for
participation in Board or committee meetings telephonically is $500
per telephonic...
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