Winnebago to nominate Jay L. Johnson to board

Subject to shareholder approval and effectiveness, all directors would stand for annual election beginning at the 2029 annual meeting.

Rhea-AI Filing Summary

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.

Filing Explained

Vision One’s replacement right depends on maintaining the stated ownership threshold, and the agreement ends at the earlier of two specified milestones.

Under the cooperation agreement entered into October 22, 2026, Vision One may propose a mutually acceptable replacement if Johnson cannot or will not stand for election or serve, or leaves the Board, but only while Vision One owns at least the lesser of 0.9% of then-outstanding common shares and 250,000 shares.

The agreement ends at the earlier of 30 calendar days before the 2027 director-nomination deadline and 120 calendar days before the first anniversary of the 2026 Annual Meeting, unless ended earlier under its terms.

8-K Event Classification

4 items: 1.01, 5.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum Board size: 10 directors Board declassification period: Three years Replacement-director right ownership threshold: 0.9% of then-outstanding common stock +3 more

6 metrics

Maximum Board size 10 directors From the conclusion of the 2026 annual meeting until the Cooperation Agreement terminates

Board declassification period Three years Proposed phaseout of the classified Board

Replacement-director right ownership threshold 0.9% of then-outstanding common stock The lesser of this threshold and 250,000 shares, while the Cooperation Agreement remains in effect

Replacement-director right ownership threshold 250,000 shares The lesser of this threshold and 0.9% of then-outstanding common stock, while the Cooperation Agreement remains in effect

Start of one-year director terms 2027 annual meeting Subject to shareholder approval and effectiveness of the proposed amendments

Annual election of all directors 2029 annual meeting Subject to shareholder approval and effectiveness of the proposed amendments

Key Terms

Class III director, classified Board, standstill, proxy solicitor

4 terms

Class III director technical

"as an independent Class III director"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

classified Board technical

"phase out the classified Board over a three-year period"

A classified board is a company board structure where directors are split into groups that stand for election in different years, so only a portion of directors can be replaced at any one annual meeting. This is like changing only a few players on a sports team each season rather than swapping the whole roster at once; for investors it matters because it slows down large-scale board changes, affecting how quickly shareholders can push for new leadership or respond to takeover offers and thereby influencing governance risk and valuation.

standstill regulatory

"customary voting commitments, standstill, non-disparagement"

A standstill is a temporary agreement in which one party agrees to pause certain actions — such as buying more shares, launching a takeover bid, or enforcing debt claims — for a set period. For investors this matters because it freezes changes in ownership or legal pressure, giving markets time to absorb information and reducing short-term volatility; think of it as pressing a pause button so everyone can negotiate or reassess without sudden moves.

proxy solicitor regulatory

"engaging a nationally recognized proxy solicitor"

A proxy solicitor is a professional firm or individual hired by a company or a shareholder to contact other shareholders and gather their votes or signed proxy cards for an upcoming shareholder meeting. Think of them as paid canvassers who explain proposals and collect votes; their work can determine outcomes like board elections, mergers, or policy changes and signals how contested or important a vote is to investors.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is WGO’s 2026 annual meeting?

Winnebago Industries’ 2026 annual meeting is expected to be held in December.

What can Vision One do if Jay L. Johnson cannot serve as a WGO director?

Vision One may propose potential replacement directors for mutual agreement with Winnebago, subject to qualifications and other conditions. This right applies while the agreement remains in effect and Vision One beneficially owns at least the lesser of 0.9% of then-outstanding common stock or 250,000 shares.

Who is Jay L. Johnson, the proposed WGO director?

Johnson has been Executive Vice President, Chief Financial Officer and Treasurer of Lamar Advertising Company since October 2019. He currently serves as a director at SBA Communications Corp.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 08:26 AM EDT Accepted by SEC EDGAR 10/23/2026 - 08:25 AM EDT Learn about SEC filing dates

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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) October 22, 2026

Winnebago Industries, Inc.

(Exact Name of Registrant as Specified in its Charter)

Minnesota			001-06403	42-0802678
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
13200 Pioneer Trail	Eden Prairie	Minnesota		55347
(Address of Principal Executive Offices)				(Zip Code)

Registrant's telephone number, including area code   952-829-8600

_________________________________________________________________________________________________________________________

__________________________________

(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:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x     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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value per share	WGO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On October 22, 2026, Winnebago Industries, Inc. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) by and between the Company and Vision One Fund, LP, Vision One Management Partners, LP, Vision One Fund Partners, LP, Vision One Management Partners Holdings, LP, Vision One Management Partners GP, LLC, Vision One Onshore Fund, LP and Vision One Offshore Fund, LP (collectively with their affiliates, “Vision One”).

Pursuant to the Cooperation Agreement, the Company has agreed to (i) take all necessary actions to nominate Jay L. Johnson (the “New Director”) for election to the Board of Directors of the Company (the “Board”) as an independent Class III director at the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”) for a term expiring at the Company’s 2029 annual meeting of shareholders (the “2029 Annual Meeting”); (ii) include the New Director in the Board’s slate of director nominees for election at the 2026 Annual Meeting, recommend his election to the Company’s shareholders and solicit proxies in favor of his election; and (iii) following his election to the Board, take all necessary actions to appoint the New Director to the Board’s Audit and Finance Committee and maintain his membership on such committee until the termination of the Cooperation Agreement, subject to certain conditions. From the conclusion of the 2026 Annual Meeting until the termination of the Cooperation Agreement, the size of the Board will not exceed ten (10) directors.

In addition, pursuant to the Cooperation Agreement, the Board has agreed to take all necessary actions to rename the Audit Committee to the “Audit and Finance Committee” and amend the committee’s charter to provide for additional clarity regarding the committee’s oversight of the Company’s capital structure, investments, uses of cash and capital allocation.

Until the termination of the Cooperation Agreement, and as long as Vision One continues to beneficially own at least the lesser of (i) 0.9% of the then-outstanding shares of the Company’s common stock and (ii) 250,000 shares of the Company’s common stock, in the event that the New Director is unable or unwilling to stand for election at the 2026 Annual Meeting or to serve as a director for any reason or ceases to serve as a director of the Company, Vision One will be entitled to propose potential replacement directors mutually agreeable to the Company and Vision One, subject to certain qualifications and other conditions, until Vision One and the Company mutually agree on a replacement director.

Pursuant to the Cooperation Agreement, the Company has agreed to submit for shareholder approval at the 2026 Annual Meeting amendments to its Articles of Incorporation and conforming amendments to its Amended and Restated Bylaws to phase out the classified Board over a three-year period. The Board will recommend that shareholders vote in favor of, and the Company will solicit proxies and use reasonable best efforts to obtain approval of, such amendments, including by using reasonable best efforts to have all directors and officers of the Company vote in favor of such proposals and by engaging a nationally recognized proxy solicitor. Subject to shareholder approval and effectiveness of such amendments, directors elected at the Company’s 2027 annual meeting of shareholders and at each subsequent annual meeting of shareholders will be elected for one-year terms as their respective terms expire, with all directors standing for annual election beginning at the 2029 Annual Meeting.

Pursuant to the Cooperation Agreement, Vision One has irrevocably withdrawn its notice of shareholder proposals and director nominations, dated September 15, 2026, and has agreed to cease all solicitation activities in respect of the 2026 Annual Meeting.

The Cooperation Agreement also contains customary voting commitments, standstill, non-disparagement and other provisions.

The Cooperation Agreement will terminate on the earlier of (i) the date that is thirty (30) calendar days prior to the deadline under the Company’s Amended and Restated Bylaws for the submission of shareholder nominations of director candidates for election to the Board at the Company’s 2027 annual meeting of shareholders and (ii) the date that is one hundred twenty (120) calendar days prior to the one-year anniversary of the 2026 Annual Meeting, unless earlier terminated in accordance with its terms.

The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 23, 2026, the Company issued a press release in connection with the Cooperation Agreement as reported under Item 1.01 above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Cooperation Agreement, dated October 22, 2026
99.1		Press release issued on October 23, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

	Winnebago Industries, Inc.
Date: October 23, 2026	By:	/s/ Stacy L. Bogart
	Name:	Stacy L. Bogart
	Title:	Senior Vice President, Chief Legal Officer, Corporate Secretary, Corporate Responsibility

Exhibit 99.1

Winnebago Industries Announces Intention to Nominate Jay L. Johnson to Board of Directors at 2026 Annual Meeting

EDEN PRAIRIE, Minn., October 23, 2026 -- Winnebago Industries, Inc. (NYSE: WGO) (the “Company”), a leading manufacturer of outdoor recreation products, today announced its intent to nominate Jay L. Johnson for election to Winnebago Industries’ Board of Directors (the “Board”) at the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”), expected to be held in December.

“We look forward to welcoming Jay to the Board and benefiting from his perspectives as we navigate a dynamic environment and advance Winnebago Industries’ position as a trusted leader in outdoor recreation products,” said John Murabito, Independent Chairman of Winnebago Industries’ Board. “Jay’s expertise in financial management, capital allocation and capital markets will complement the skills and experience of our existing directors.”

In connection with Mr. Johnson’s nomination, Winnebago Industries has entered into a cooperation agreement with Vision One Fund, LP (“Vision One”). Under the cooperation agreement, Vision One has agreed to customary standstill, voting and other provisions. A complete copy of the cooperation agreement will be filed with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.

In addition, Winnebago Industries announced that the Board has committed to submitting proposals at the 2026 Annual Meeting seeking shareholder approval of amendments to the Company’s Articles of Incorporation and Bylaws to phase out its classified Board structure over a three-year period, beginning with the 2027 Annual Meeting of Shareholders.

The Board’s formal recommendations regarding the election of directors and the proposed amendments to the Company’s Articles of Incorporation and Bylaws will be included in the Company’s definitive proxy statement for the 2026 Annual Meeting, which will also provide the meeting date and other relevant information.

About Jay L. Johnson

Jay L. Johnson has been Executive Vice President, Chief Financial Officer and Treasurer of Lamar Advertising Company since October 2019. Prior to joining Lamar, Mr. Johnson served as Executive Vice President and Chief Financial Officer of DiamondRock Hospitality Company and as Senior Vice President and Treasurer of Host Hotels & Resorts. Prior to Host, he served in a variety of senior leadership roles at KeyBank Real Estate Capital and Bank of America. Mr. Johnson currently serves as a director at SBA Communications Corp., a leading owner and operator of wireless communications infrastructure, and is a former director at Newell Brands, Inc., a global consumer goods company. He received his Masters in Business Administration from Harvard Business School and his undergraduate degree from Morehouse College.

About Winnebago Industries

Winnebago Industries, Inc. is a leading North American manufacturer of outdoor recreation products under the Winnebago, Grand Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities. The Company builds high-quality motorhomes, travel trailers, fifth-wheel products, outboard and sterndrive powerboats, pontoons, and commercial community outreach vehicles. Committed to advancing sustainable innovation and leveraging vertical integration in key component areas, Winnebago Industries has multiple facilities in Iowa, Indiana, Minnesota and Florida. The Company’s common stock is listed on the New York Stock Exchange and traded under the symbol WGO. For access to Winnebago Industries' investor relations material or to add your name to an automatic email list for Company news releases, visit http://investor.wgo.net.

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor to Winnebago Industries and Sidley Austin LLP is serving as legal advisor. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated nomination and election of Jay L. Johnson to the Board, the proposed declassification of the Board and the timing and implementation of related governance changes. Forward-looking statements may be identified by terms such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “believe” or similar expressions. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including the outcome of shareholder votes at the 2026 Annual Meeting and other factors described in the Company's filings with the Securities and Exchange Commission (the “SEC”), including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.

Important Additional Information and Where to Find It

The Company intends to file a proxy statement on Schedule 14A, an accompanying proxy card and other relevant documents with the SEC in connection with its 2026 Annual Meeting. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain copies of these documents, when available, free of charge at the SEC’s website at www.sec.gov or through the “SEC Filings” section of the Company’s investor relations website at https://winnebago.gcs-web.com/.

Certain Information Regarding Participants in the Solicitation

The Company, its directors and certain of its executive officers (Michael Happe, President and Chief Executive Officer; Bryan Hughes, Senior Vice President - Chief Financial Officer, Investor Relations, Information Technology and Business Development; and Stacy Bogart, Senior Vice President - Chief Legal Officer, Corporate Secretary and Corporate Responsibility) are deemed “participants” (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the 2026 Annual Meeting. Information regarding the names of the Company’s directors and executive officers and certain other individuals and their respective interests in the Company, by security holdings or otherwise, is set forth in the sections entitled “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Tables and Narrative Disclosure,” and “Security Ownership of Certain Beneficial Owners and Management” of the Company’s proxy statement on Schedule 14A in connection with its 2025 Annual Meeting of Shareholders, filed with the SEC on November 4, 2025 (available here) and the section entitled “Information about our Executive Officers” of the Company’s Annual Report on Form 10-K filed with the SEC on October 21, 2026 (available here) and, with respect to Emily Silver, Item 5.02 of the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2026 (available here). Supplemental information regarding the participants’ holdings of the Company’s securities can be found in SEC filings on statements of beneficial ownership on Forms 3, 4 and 5 filed with the SEC on October 27, 2025 and October 15, 2026 for Sara Armbruster (available here and here); October 13, 2026 and October 16, 2026 for Stacy Bogart (available here, here and here); October 15, 2026 for Christopher Braun (available here); October 15, 2026 for Kevin Bryant (available here); November 17, 2025 and October 15, 2026 for William Fisher (available here and here); October 29, 2025, August 14, 2026, October 13, 2026 and October 16, 2026 for Michael Happe (available here, here, here, here and here); October 13, 2026 and October 16, 2026 for Bryan Hughes (available here, here and here); August 31, 2026 and October 15, 2026 for Staci Kroon (available here and here); December 1, 2025, March 3, 2026 and October 15, 2026 for David Miles (available here, here and here); October 15, 2026 for John Murabito (available here); December 1, 2025, March 3, 2026, June 1, 2026, August 31, 2026 and October 15, 2026 for Michael Pack (available here, here, here, here and here); and May 1, 2026, May 5, 2026 and October 15, 2026 for Emily Silver (available here, here and here). Such filings will also be available at no charge by clicking the “SEC Filings” link in the “Financial Information” section of the “Investors” tab of the Company’s website at https://winnebago.gcs-web.com/.

Any subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the Company’s 2026 Annual Meeting, when they become available. These documents will be available free of charge as described above.

Contacts

Investors: Joan Ondala

ir@winnebagoind.com

Media: Dan Sullivan

media@winnebagoind.com

or

Joseph Sala / Mahmoud Siddig / Thomas Crosson

212-355-4449

Joele Frank, Wilkinson Brimmer Katcher

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 20.3 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 122.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB