Winnebago Industries filings document the regulatory record of a public outdoor recreation manufacturer with RV and marine brands. Recent 8-K reports cover quarterly financial results, GAAP and non-GAAP measure reconciliations, capital-structure actions involving senior secured notes, director appointments and board resignations.
Proxy and shareholder-meeting filings describe board elections, executive compensation matters, director compensation policies, committee service, equity compensation plans and employee stock purchase plan amendments. The filings also record shareholder votes, governance policies and the formal disclosure exhibits used to report material events for WGO.
Winnebago Industries is asking shareholders to elect five directors and vote on six proposals at its virtual 2026 annual meeting on December 15, 2026. The nominees include Jay L. Johnson, nominated under a cooperation agreement; director William C. Fisher is not standing for re-election. Proposals 5 and 6 would amend the Articles of Incorporation and Bylaws to phase out the classified Board, beginning in 2027, with all directors standing for annual election beginning in 2029. Both amendments must be approved; Proposals 1 through 4 are not contingent on them.
For Fiscal 2026, net revenue was $2.703854 billion and operating income was $66.164 million. The Motorhome RV segment returned to full-year profitability after an operating loss in Fiscal 2025. Winnebago also reported $169 million in operating cash flow, redeemed $100 million of senior secured notes, renewed and extended its $350 million revolving credit facility through 2031, and increased its quarterly dividend 3% to $0.36 per share. The other proposals cover director elections, executive compensation, an amended and restated incentive plan, and auditor ratification.
Winnebago Industries (WGO) agreed with Vision One to take necessary actions to nominate Jay L. Johnson as an independent Class III director at the 2026 annual meeting, for a term expiring at the 2029 annual meeting. If elected, Johnson would join the Audit and Finance Committee, subject to conditions. The Board’s size will not exceed 10 directors from the conclusion of the 2026 meeting until the agreement terminates.
Winnebago will submit amendments for shareholder approval to phase out its classified Board over three years. Subject to approval and effectiveness, directors elected at the 2027 and later annual meetings will receive one-year terms as current terms expire, with all directors standing for annual election beginning at the 2029 meeting. The Board also agreed to rename the Audit Committee and clarify its charter’s coverage of capital structure, investments, uses of cash and capital allocation. Vision One withdrew its shareholder-proposal and director-nomination notice and agreed to cease solicitation activities for the 2026 meeting.
Winnebago Industries (WGO) reported fiscal 2026 net revenues of $2,703.9 million, down 3.4% from $2,798.2 million. Net income increased to $34.5 million from $25.7 million, operating income rose to $66.2 million from $57.2 million, and diluted earnings per share were $1.21 versus $0.91. Operating cash flow was $168.7 million, up from $128.9 million.
Results varied by segment. Towable RV revenue fell 13.9% to $1,050.8 million, and operating income fell 34.7% to $47.5 million. Motorhome RV revenue rose 8.4% to $1,257.5 million; the segment recorded $33.2 million of operating income versus a $7.3 million loss. Marine revenue declined 3.1% to $356.4 million, and operating income declined 24.5% to $20.9 million.
As of August 29, 2026, cash and cash equivalents were $181.4 million, long-term debt, net, was $443.3 million, and the $350.0 million revolving credit facility was undrawn. Fiscal 2027 capital expenditures are anticipated at approximately $35.0 million to $45.0 million. Winnebago plans to reduce towable RV assembly campuses from two to one and motorhome campuses from four to three during Fiscal 2027. No fiscal 2026 impairment was recorded; Chris-Craft trade-name fair value exceeded its $29.3 million carrying value by less than 10%.
Winnebago Industries, Inc. (WGO) reported fourth-quarter and full-year Fiscal 2026 results for the year ended August 29, 2026. Fourth-quarter revenue declined 17.0% to $645.1 million; net income was $9.7 million versus $13.7 million a year earlier, and adjusted diluted EPS was $0.49 versus $0.71. Adjusted EBITDA was $32.6 million, down 14.7%, while operating cash flow was $142.5 million. For the full year, revenue fell 3.4% to $2,703.9 million; net income increased to $34.5 million from $25.7 million, operating income rose 15.7% to $66.2 million, and adjusted diluted EPS rose 7.2% to $1.79.
At year-end, cash and equivalents were $181.4 million, total debt was $443.3 million, and net leverage was 2.2x, down from 3.0x at the end of the Fiscal 2026 third quarter. The quarterly dividend increased 3% to $0.36 per share. For Fiscal 2027, Winnebago expects revenue of $2.65 billion to $2.80 billion, reported earnings per diluted share of $0.90 to $1.50, and adjusted earnings per diluted share of $1.65 to $2.25. It anticipates calendar 2027 North American RV wholesale shipments of 265,000 to 295,000 units.
Winnebago Industries Inc. officer Christopher David West, President, Winnebago Motorhome, had 532 common shares withheld on October 15, 2026, to meet the tax liability incurred when restricted stock units vested. The transaction lists a price of $24.66 per share. West held 50,822 common shares directly after the transaction. The award was granted October 15, 2024.
Winnebago Industries Inc. Group President Casey J. Tubman had 454 common shares withheld for tax liability upon the annual incremental vesting of a restricted stock unit award. The award was granted October 15, 2024; the transaction occurred October 15, 2026, at $24.66 per share. Tubman held 44,594 shares directly after the transaction.
Winnebago Industries Inc. CFO Bryan L. Hughes reported that 844 shares were withheld on October 15, 2026, to meet the tax liability arising from annual incremental vesting of a restricted stock unit award granted October 15, 2024. The reported price was $24.66 per share, and his direct holdings after the transaction were 102,129 shares. No Rule 10b5-1 plan is reported.
Winnebago Industries Inc. president and CEO Michael J. Happe had 5,347 shares withheld on October 15, 2026, to meet the tax obligation incurred when restricted stock units vested. The shares were valued at $24.66 per share, and he directly held 424,989 shares after the transaction. The withholding arose from annual incremental vesting of a restricted stock unit award granted October 15, 2024.
Winnebago Industries (WGO) reported that Stacy L. Bogart, SVP-Chief Legal Officer, had 581 shares withheld by the company on October 15, 2026, to meet a tax obligation arising from annual incremental vesting of a restricted stock unit award. The transaction is reported at $24.66 per share; Bogart held 69,821 shares directly after it. The award was granted October 15, 2024, under the company's 2019 Omnibus Incentive Plan.
Winnebago Industries Inc. SVP-CHRO Bret A. Woodson had 426 shares withheld on October 15, 2026, in connection with the annual incremental vesting of a restricted stock unit award granted October 15, 2024. The withholding met the tax obligation arising from vesting; the shares were reported at $24.66 per share. Woodson directly held 39,888 shares after the transaction.