[8-K] THOR INDUSTRIES INC Reports Material Event

Rhea-AI Filing Summary

Thor Industries, Inc. reported the results of its 2025 annual meeting of shareholders held on December 17, 2025, with 48,215,500 common shares represented in person or by proxy. Shareholders elected all nine director nominees, each receiving over 45.6 million votes in favor.

They ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 with 47,389,026 votes for, 742,516 against and 83,958 abstentions. Shareholders approved, on an advisory basis, the compensation of the named executive officers by a vote of 42,933,943 for, 2,970,463 against and 85,615 abstentions.

They also approved the THOR Industries, Inc. Amended and Restated Equity and Incentive Plan, with 43,810,828 votes for, 2,091,113 against and 88,080 abstentions.

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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 17, 2025

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 Employee Identification No.)

52700 Independence Court,

Elkhart, Indiana

46514-8155

(Address of Principal Executive Office)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (574) 970-7460

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to 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

Ticker 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 in 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 if the registrant has elected not to use this extended transition period of complying with any new or revised financial accounting standards provided 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 2025 annual meeting of shareholders (the “Annual Meeting”) on December 17, 2025. At the Annual Meeting, there were 48,215,500 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 nine directors, (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026, (3) the approval, on an advisory basis, of the compensation of the Company’s named executive officers, and (4) the approval of the THOR Industries, Inc. Amended and Restated Equity and Incentive Plan.

Proposal #1 – Election of Directors. The shareholders elected nine nominees as directors to hold office until the 2026 annual meeting of shareholders and until their respective successors are duly elected and qualified by the following vote:

			Nominees						FOR						WITHHELD
01)			Andrew Graves						45,743,719						246,302
02)			Christina Hennington						45,836,314						153,707
03)			Amelia A. Huntington						45,647,289						342,732
04)			Laurel Hurd						45,878,772						111,249
05)			William J. Kelley, Jr.						45,865,455						124,566
06)			Christopher Klein						45,684,906						305,115
07)			Jeffrey Lorenger						45,854,911						135,110
08)			Robert W. Martin						45,910,346						79,675
09)			Peter B. Orthwein						45,904,495						85,526

Proposal #2 – Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our Fiscal Year 2026.

			FOR						AGAINST						ABSTAIN
			47,389,026						742,516						83,958

Proposal #3 – Non-binding advisory vote to approve the compensation of our named executive officers.

			FOR						AGAINST						ABSTAIN
			42,933,943						2,970,463						85,615

Proposal #4 – Approval of the THOR Industries, Inc. Amended and Restated Equity and Incentive Plan.

			FOR						AGAINST						ABSTAIN
			43,810,828						2,091,113						88,080

SIGNATURE

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 17, 2025

By:

/s/ Trevor Gasper

Name:

Trevor Gasper

Title:

Senior Vice President, General Counsel and Secretary