Winnebago Industries (WGO) investors approve incentive plans and auditor

Rhea-AI Filing Summary

Winnebago Industries, Inc. held its annual meeting of shareholders on December 16, 2025, where investors approved updates to two key equity compensation plans. The amended and restated 2019 Omnibus Incentive Plan was approved, increasing the number of common shares available for awards by an additional 820,000 shares and extending the plan’s term. Shareholders also approved the amended and restated Employee Stock Purchase Plan, adding 200,000 additional common shares for issuance to employees.

All three Class II director nominees were elected for three-year terms ending in 2028, each receiving over 19 million votes in favor. In a non-binding advisory vote, compensation for named executive officers was approved with 20,040,899 votes for and 776,712 against. Shareholders ratified the selection of Deloitte & Touche LLP as independent registered public accountant for the fiscal year ending August 29, 2026, with 23,759,789 votes for and 597,302 against.

false000010768700001076872025-12-162025-12-16

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 16, 2025

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 (see General Instruction A.2. below):

☐     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			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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of shareholders of Winnebago Industries, Inc. (the “Company”) held on December 16, 2025 (the “Annual Meeting”), the Company’s shareholders approved the amended and restated 2019 Omnibus Incentive Plan (the “Restated Incentive Plan”), which incorporated certain amendments to the plan, including an increase in the number of shares of the Company’s common stock available for issuance thereunder by an additional 820,000 shares and an extension of the term of the plan. The Company’s shareholders also approved the amended and restated Employee Stock Purchase Plan (the “Restated ESPP”), which incorporated certain amendments to the plan, including an increase in the number of shares of the Company’s common stock for issuance thereunder by an additional 200,000 shares. A description of the terms of the Restated Incentive Plan and the Restated ESPP can be found in Proposals 3 and 4, respectively, in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 4, 2025 (the “2025 Proxy Statement”), and the full text of the Restated Incentive Plan and the Restated ESPP are attached as Appendix A and Appendix B, respectively, to the 2025 Proxy Statement.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, five proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the 2025 Proxy Statement. A brief description of the proposals and the final results of the votes for each matter follows.

Item 1 – Election of Directors.

The following nominees were elected as Class II directors of the Company for three-year terms ending in 2028:

Name						Votes For						Votes Withheld						Broker Non-Votes
Kevin E. Bryant						20,294,000						613,753						3,468,741
John M. Murabito						19,109,818						1,797,935						3,468,741
Michael E. Pack						20,804,623						103,130						3,468,741

Item 2 – Advisory Approval of the Compensation of Named Executive Officers.

The compensation of the Company’s named executive officers was approved in a non-binding vote:

Votes For						Votes Against						Abstain						Broker Non-Votes
20,040,899						776,712						90,142						3,468,741

Item 3 – Approval of Amended and Restated 2019 Omnibus Incentive Plan.

The proposal to approve the Company’s amended and restated 2019 Omnibus Incentive Plan was approved:

Votes For						Votes Against						Abstain						Broker Non-Votes
19,554,470						1,269,526						83,757						3,468,741

Item 4 – Approval of Amended and Restated Employee Stock Purchase Plan.

The proposal to approve the Company’s amended and restated Employee Stock Purchase Plan was approved:

Votes For						Votes Against						Abstain						Broker Non-Votes
20,562,730						277,523						67,500						3,468,741

Item 5 – Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accountant for Fiscal 2026.

The selection of Deloitte & Touche LLP as the Company’s independent registered public accountant for the fiscal year ending August 29, 2026 was ratified:

Votes For						Votes Against						Abstain
23,759,789						597,302						19,403

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

    

			Exhibit Number			Description
			104			Cover Page Interactive Data File (formatted as Inline XBRL)

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.

Date:

December 17, 2025

By:

/s/ Stacy L. Bogart

Name:

Stacy L. Bogart

Title:

Senior Vice President—Chief Legal Officer, Corporate Secretary and Corporate Responsibility

FAQ

What did Winnebago Industries (WGO) shareholders approve at the 2025 annual meeting?

Shareholders approved the amended and restated 2019 Omnibus Incentive Plan, the amended and restated Employee Stock Purchase Plan, the compensation of named executive officers in an advisory vote, elected three Class II directors for terms ending in 2028, and ratified Deloitte & Touche LLP as independent registered public accountant for fiscal 2026.

How many additional Winnebago (WGO) shares were reserved under the updated equity plans?

The amended and restated 2019 Omnibus Incentive Plan increased the number of common shares available for issuance by an additional 820,000 shares, and the amended and restated Employee Stock Purchase Plan increased the shares available for issuance by an additional 200,000 shares.

Were Winnebago Industries (WGO) director nominees elected at the 2025 annual meeting?

Yes. Kevin E. Bryant, John M. Murabito, and Michael E. Pack were elected as Class II directors for three-year terms ending in 2028. For example, Michael E. Pack received 20,804,623 votes for and 103,130 votes withheld.

How did Winnebago (WGO) shareholders vote on executive compensation in 2025?

In the non-binding advisory vote on the compensation of named executive officers, there were 20,040,899 votes for, 776,712 votes against, and 90,142 abstentions, with 3,468,741 broker non-votes.

Which audit firm did Winnebago Industries (WGO) shareholders ratify for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accountant for the fiscal year ending August 29, 2026, with 23,759,789 votes for, 597,302 votes against, and 19,403 abstentions.

Where can investors find full details of Winnebago's amended incentive and ESPP plans?

Descriptions of the Restated Incentive Plan and Restated ESPP are in Proposals 3 and 4 of the company’s definitive proxy statement for the 2025 annual meeting filed on November 4, 2025, with the full texts attached as Appendix A and Appendix B to that proxy statement.