WINNEBAGO INDUSTRIES INC
For the period ended Aug 31, 2024. Filed Oct 23, 2024.
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FY2024 · Filed Oct 23, 2024
WGO$31.19-1.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
The consolidated financial statements are set forth within Item 8 of Part II in this Annual Report on Form 10-K.
Financial Statement Schedules: Winnebago Industries, Inc. and Subsidiaries
All schedules are omitted because of the absence of the conditions under which they are required or because the information required is shown in the consolidated financial statements or the notes thereto.
- Exhibit Index
| Exhibit No. · Incorporated by Reference · Filed Herewith | ||||
|---|---|---|---|---|
| Exhibit Description · Form · Exhibit · Filing Date | ||||
| 3.1 | Articles of Incorporation of Winnebago Industries, Inc., effective January 1, 2022. | 8-K | 3.1 | 01/05/2022 |
| 3.2 | Bylaws of Winnebago Industries, Inc., effective August 15, 2023. | 8-K | 3.2 | 08/17/2023 |
| 4.1 | Description of Securities. | 10-K | 4a | 10/19/2022 |
| 4.2 | Indenture, dated November 1, 2019, by and between Winnebago Industries, Inc. and U.S. Bank National Association. | 8-K | 4.1 | 11/04/2019 |
| 4.3 | Form of 1.50% Convertible Senior Note due 2025 (included in Exhibit 4.2). | 8-K | 4.2 | 11/04/2019 |
| 4.4 | Indenture, dated as of July 8, 2020, by and among Winnebago Industries, Inc., the guarantors named therein and U.S. Bank National Association, as trustee. | 8-K | 4.1 | 07/09/2020 |
| 4.5 | Form of 6.250% Senior Secured Note due 2028 (included in Exhibit 4.4) | 8-K | 4.2 | 07/09/2020 |
| 4.6 | Indenture, dated January 23, 2024, by and between Winnebago Industries, Inc. and U.S. Bank Trust Company, National Association. | 8-K | 4.1 | 01/23/2024 |
| 4.7 | Form of 3.250% Convertible Senior Note due 2030 (included in Exhibit 4.6). | 8-K | 4.2 | 01/23/2024 |
| 10.1 | Winnebago Industries, Inc. Deferred Compensation Plan previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 2, 1991 and incorporated by reference herein and the Amendment dated June 29, 1995.* | 10-K | 10.B | 11/22/1995 |
| 10.2 | Winnebago Industries, Inc. Executive Share Option Plan previously filed as Exhibit 10.J with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 1998 (Commission File Number 001-06403) and incorporated by reference herein, and the Amendment dated July 1, 1999 previously filed as Exhibit 10.J with the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 29, 1999 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated January 1, 2001.* | 10-Q | 10.I | 04/09/2001 |
| 10.3 | Winnebago Industries, Inc. Executive Deferred Compensation Plan previously filed as Exhibit 10.C with the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 25, 2006 (Commission File Number 001-06403) and the Amendment dated June 21, 2011.* | 10-K | 10.BB | 10/25/2011 |
| 10.4 | Winnebago Industries, Inc. 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan previously filed as Appendix B with the Registrant's Proxy Statement for the Annual Meeting of Shareholders held on December 17, 2013 (Commission File Number 001-06403) and incorporated by reference herein and the Supplement previously filed as Exhibit 10.1 with the Registrant's Current Report on Form 8-K dated December 6, 2013 (Commission File Number 001-06403) and incorporated by reference herein.* | 8-K | 10.1 | 12/06/2013 |
| 10.5 | Winnebago Industries, Inc. 2019 Omnibus Incentive Plan, previously filed as Appendix A to the Registrant's Definitive Proxy Statement on Schedule 14A filed on October 31, 2018 (Commission File Number 001-06403) and incorporated by reference herein.* | DEF 14A | A | 10/31/2018 |
| 10.6 | Winnebago Industries, Inc. Amended and Restated 2019 Omnibus Incentive Plan, previously filed as Appendix A to the Registrant's Definitive Proxy Statement on Schedule 14A filed on November 3, 2023 (Commission File Number 001-06403) and incorporated by reference herein.* | DEF 14A | A | 11/03/2023 |
| Exhibit No. · Incorporated by Reference · Filed Herewith | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · Exhibit · Filing Date | |||||
| 10.7 · Winnebago Industries, Inc. Employee Stock Purchase Plan as Amended on May 17, 2023 and previously filed as Appendix B to the Registrant's Proxy Statement on Schedule 14A filed on November 3, 2023 (Commission File Number 001-06403) and incorporated by reference herein.* · DEF 14A · B · 11/03/2023 | |||||
| 10.8 | Winnebago Industries, Inc. Directors' Deferred Compensation Plan previously filed as Exhibit 10.E with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 30, 1997 (Commission File Number 001-06403), and incorporated by reference herein and the Amendment dated October 15, 2003 previously filed as Exhibit 10.H with the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 29, 2003 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated October 11, 2006 previously filed as Exhibit 10.B with the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 25, 2006 (Commission File Number 001-06403) and the Amendment dated July 1, 2013.* | 10-Q | 10.1 | 06/28/2013 | |
| 10.9 | Winnebago Industries, Inc. Directors' Deferred Compensation Plan, as Amended on May 17, 2023.* | X | |||
| 10.10 | Winnebago Industries, Inc. Profit Sharing and Deferred Savings Investment Plan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 31, 1985 (Commission File Number 001-06403), and incorporated by reference herein, and the Amendment dated July 1, 1995 and incorporated by reference herein.* | 10-K | 10.C | 11/22/1995 | |
| 10.11 | Form of Non-Qualified Stock Option Agreement under Winnebago Industries, Inc. 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (Fiscal 2019 awards and later).* | 10-Q | 10.b | 12/20/2018 | |
| 10.12 | Form of Non-Qualified Stock Option Agreement under Winnebago Industries, Inc. 2019 Omnibus Equity, Performance Award, and Incentive Compensation Plan (Fiscal 2022 awards and later).* | 10-K | 10j | 10/19/2022 | |
| 10.13 | Form of Non-Qualified Stock Option Agreement under Winnebago Industries, Inc. 2019 Omnibus Equity, Performance Award, and Incentive Compensation Plan (Fiscal 2023 awards and later).* | 10-K | 10k | 10/19/2022 | |
| 10.14 | Form of Non-Qualified Stock Option Agreement under Winnebago Industries, Inc. 2019 Omnibus Equity, Performance Award, and Incentive Compensation Plan (Fiscal 2024 awards and later).* | 10-K | 10.11 | 10/18/2023 | |
| 10.15 | Form of Non-Qualified Stock Option Agreement under Winnebago Industries, Inc. Amended and Restated 2019 Omnibus Incentive Plan (Fiscal 2025 awards and later).* | X | |||
| 10.16 | Form of Restricted Stock Unit Award Agreement (Executives) under Winnebago Industries, Inc. 2019 Omnibus Equity, Performance Award, and Incentive Compensation Plan (Fiscal 2022 awards and later).* | 10-K | 10m | 10/19/2022 | |
| 10.17 | Form of Restricted Stock Unit Award Agreement (Executives) under Winnebago Industries, Inc. 2019 Omnibus Equity, Performance Award, and Incentive Compensation Plan (Fiscal 2023 awards and later).* | 10-K | 10n | 10/19/2022 | |
| 10.18 | Form of Restricted Stock Unit Award Agreement (Executives) under Winnebago Industries, Inc. 2019 Omnibus Equity, Performance Award, and Incentive Compensation Plan (Fiscal 2024 awards and later).* | 10-K | 10.14 | 10/18/2023 | |
| 10.19 | Form of Restricted Stock Unit Award Agreement (Executives) under Winnebago Industries, Inc. Amended and Restated 2019 Omnibus Incentive Plan (Fiscal 2025 awards and later).* | X | |||
| 10.20 | Form of Restricted Stock Unit Award Agreement (Non-Employee Director) under Winnebago Industries, Inc. 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (Fiscal 2019 awards and later).* | 10-Q | 10.e | 12/20/2018 | |
| 10.21 | Form of Restricted Stock Unit Award Agreement (Non-Employee Director) under Winnebago Industries, Inc. 2019 Omnibus Equity, Performance Award, and Incentive Compensation Plan (Fiscal 2022 awards and later).* | 10-K | 10q | 10/19/2022 | |
| Exhibit No. · Incorporated by Reference · Filed Herewith | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · Exhibit · Filing Date | |||||
| 10.22 · Form of Restricted Stock Unit Award Agreement (Non-Employee Director) under Winnebago Industries, Inc. 2019 Omnibus Equity, Performance Award, and Incentive Compensation Plan (Fiscal 2023 awards and later).* · 10-K · 10r · 10/19/2022 | |||||
| 10.23 | Form of Restricted Stock Unit Award Agreement (Non-Employee Director) under Winnebago Industries, Inc. 2019 Omnibus Equity, Performance Award, and Incentive Compensation Plan (Fiscal 2024 awards and later).* | 10-K | 10.18 | 10/18/2023 | |
| 10.24 | Form of Restricted Stock Unit Award Agreement (Non-Employee Director) under Winnebago Industries, Inc. Amended and Restated 2019 Omnibus Incentive Plan (Fiscal 2025 awards and later).* | X | |||
| 10.25 | Form of Change in Control Agreement.* | 10-Q | 10.f | 12/20/2018 | |
| 10.26 | Winnebago Industries, Inc. Supplemental Executive Retirement Plan.* | 10-K | 10.Z | 10/27/2009 | |
| 10.27 | Winnebago Industries, Inc. Officer Incentive Compensation Plan for Fiscal Period 2024.* | X | |||
| 10.28 | Winnebago Industries, Inc. Officer Incentive Compensation Plan for Fiscal Period 2025.* | X | |||
| 10.29 | Form of Performance Stock Unit Agreement under Winnebago Industries, Inc. 2019 Omnibus Incentive Plan (Fiscal 2021 awards)* | 10-K | 10s | 10/21/2020 | |
| 10.30 | Form of Performance Stock Unit Agreement under Winnebago Industries, Inc. 2019 Omnibus Incentive Plan (Fiscal 2022 awards)* | 10-K | 10t | 10/20/2021 | |
| 10.31 | Form of Performance Stock Unit Agreement under Winnebago Industries, Inc. 2019 Omnibus Incentive Plan (Fiscal 2023 awards)* | 10-K | 10y | 10/19/2022 | |
| 10.32 | Form of Performance Stock Unit Agreement under Winnebago Industries, Inc. 2019 Omnibus Incentive Plan (Fiscal 2024 awards)* | 10-Q | 10.5 | 12/20/2023 | |
| 10.33 | Form of Performance Stock Unit Agreement under Winnebago Industries, Inc. Amended and Restated 2019 Omnibus Incentive Plan (Fiscal 2025 awards)* | X | |||
| 10.34 | Form of Performance Stock Unit Agreement under Winnebago Industries, Inc. Amended and Restated 2019 Omnibus Incentive Plan (Fiscal 2025 1-Year awards)* | X | |||
| 10.35 | Non-competition, Non-solicitation and Confidentiality Agreement by and among Octavius Corporation, Winnebago Industries, Inc., Grand Design RV, LLC, RDB III, Inc., Ronald Fenech, Donald Clark and William Fenech. | 8-K | 10.1 | 10/05/2016 | |
| 10.36 | Non-Solicitation and Confidentiality Agreement by and among Octavius Corporation, Winnebago Industries, Inc., Grand Design, RV, LLC, Summit Partners Growth Equity Fund VIII-B, L.P., Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Entrepreneur Advisors Fund I, L.P., Summit Investors I, LLC, Summit Investors I (UK), L.P., and SP GE VIII-B GD RV Holdings, L.P. | 8-K | 10.2 | 10/05/2016 | |
| 10.37 | Registration Rights Agreement by and among Winnebago Industries, Inc., Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Partners Entrepreneur Advisors Fund I, L.P., Summit Investors I, LLC, Summit Investors I (UK), L.P. and SP GE VIII-B GD RV Holdings, L.P., Donald Clark, Ronald Fenech, and William Fenech. | 8-K | 10.3 | 10/05/2016 | |
| 10.38 | Amended and Restated Employment Agreement between Winnebago Industries, Inc., Grand Design RV, LLC, and Donald Clark effective September 1, 2019.* | 8-K | 10.1 | 06/24/2019 | |
| 10.39 | Amended and Restated Change in Control Agreement between Winnebago Industries, Inc. and Donald Clark effective September 1, 2019.* | 8-K | 10.2 | 06/24/2019 | |
| 10.40 | Amended and Restated Employment Agreement between Winnebago Industries, Inc., Grand Design RV, LLC, and Donald Clark effective September 1, 2023.* | 10-K | 10.30 | 10/18/2023 | |
| 10.41 | Amended and Restated Change in Control Agreement between Winnebago Industries, Inc. and Donald Clark effective September 1, 2023.* | 10-K | 10.31 | 10/18/2023 | |
| Exhibit No. · Incorporated by Reference · Filed Herewith | ||||
|---|---|---|---|---|
| Exhibit Description · Form · Exhibit · Filing Date | ||||
| 10.42 | Commitment Letter dated September 15, 2019, by and among Winnebago Industries, Inc., Goldman Sachs Bank USA, Bank of Montreal, and BMO Capital Markets Corp. | 8-K | 10.1 | 09/16/2019 |
| 10.43 | Amended and Restated Credit Agreement dated as of October 22, 2019 among Winnebago Industries, Inc., Winnebago of Indiana, LLC and Grand Design RV, LLC, the other loan parties party thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A. | 8-K | 10.1 | 10/23/2019 |
| 10.44 | Second Amended and Restated Credit Agreement dated as of July 15, 2022 among Winnebago Industries, Inc., Winnebago of Indiana, LLC, Grand Design RV, LLC and Newmar Corporation, the other loan parties party thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A. | 8-K | 10.1 | 7/19/2022 |
| 10.45 | Purchase Agreement, dated October 29, 2019, by and among Winnebago Industries, Inc., Goldman Sachs & Co. LLC and BMO Capital Markets Corp. | 8-K | 10.1 | 11/04/2019 |
| 10.46 | Purchase Agreement, dated January 18, 2024, by and among Winnebago Industries, Inc., and Goldman Sachs & Co. LLC and BMO Capital Markets Corp., as the initial purchasers. | 8-K | 10.1 | 01/23/2024 |
| 10.47 | Base Convertible Bond Hedge Confirmation, dated October 29, 2019, between Winnebago Industries, Inc., and Goldman Sachs & Co. LLC. | 8-K | 10.2 | 11/04/2019 |
| 10.48 | Base Convertible Bond Hedge Confirmation, dated October 29, 2019, between Winnebago Industries, Inc., and Bank of Montreal. | 8-K | 10.3 | 11/04/2019 |
| 10.49 | Additional Convertible Bond Hedge Confirmation, dated October 30, 2019, between Winnebago Industries, Inc., and Goldman Sachs & Co. LLC. | 8-K | 10.4 | 11/04/2019 |
| 10.50 | Additional Convertible Bond Hedge Confirmation, dated October 30, 2019, between Winnebago Industries, Inc., and Bank of Montreal. | 8-K | 10.5 | 11/04/2019 |
| 10.51 | Base Warrant Confirmation, dated October 29, 2019, between Winnebago Industries, Inc., and Goldman Sachs & Co. LLC. | 8-K | 10.6 | 11/04/2019 |
| 10.52 | Base Warrant Confirmation, dated October 29, 2019, between Winnebago Industries, Inc., and Bank of Montreal | 8-K | 10.7 | 11/04/2019 |
| 10.53 | Additional Warrant Confirmation, dated October 30, 2019, between Winnebago Industries, Inc., and Goldman Sachs & Co. LLC. | 8-K | 10.8 | 11/04/2019 |
| 10.54 | Additional Warrant Confirmation, dated October 30, 2019, between Winnebago Industries, Inc., and Bank of Montreal. | 8-K | 10.9 | 11/04/2019 |
| 10.55 | Base Convertible Bond Hedge Confirmation, dated January 18, 2024, between Winnebago Industries, Inc., and Goldman Sachs & Co. LLC. | 8-K | 10.2 | 01/23/2024 |
| 10.56 | Base Convertible Bond Hedge Confirmation, dated January 18, 2024, between Winnebago Industries, Inc., and BMO Capital Markets Corp. | 8-K | 10.3 | 01/23/2024 |
| 10.57 | Base Convertible Bond Hedge Confirmation, dated January 18, 2024, between Winnebago Industries, Inc., and J.P. Morgan Securities LLC. | 8-K | 10.4 | 01/23/2024 |
| 10.58 | Additional Convertible Bond Hedge Confirmation, dated January 19, 2024, between Winnebago Industries, Inc., and Goldman Sachs & Co. LLC. | 8-K | 10.5 | 01/23/2024 |
| 10.59 | Additional Convertible Bond Hedge Confirmation, dated January 19, 2024, between Winnebago Industries, Inc., and BMO Capital Markets Corp. | 8-K | 10.6 | 01/23/2024 |
| 10.60 | Additional Convertible Bond Hedge Confirmation, dated January 19, 2024, between Winnebago Industries, Inc., and J.P. Morgan Securities LLC. | 8-K | 10.7 | 01/23/2024 |
| 10.61 | Base Warrant Confirmation, dated January 18, 2024, between Winnebago Industries, Inc., and Goldman Sachs & Co. LLC. | 8-K | 10.8 | 01/23/2024 |
| Exhibit No. · Incorporated by Reference · Filed Herewith | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · Exhibit · Filing Date | |||||
| 10.62 | Base Warrant Confirmation, dated January 18, 2024, between Winnebago Industries, Inc., and BMO Capital Markets Corp. | 8-K | 10.9 | 01/23/2024 | |
| 10.63 | Base Warrant Confirmation, dated January 18, 2024, between Winnebago Industries, Inc., and JPMorgan Chase Bank, National Association. | 8-K | 10.10 | 01/23/2024 | |
| 10.64 | Additional Warrant Confirmation, dated January 19, 2024, between Winnebago Industries, Inc., and Goldman Sachs & Co. LLC. | 8-K | 10.11 | 01/23/2024 | |
| 10.65 | Additional Warrant Confirmation, dated January 19, 2024, between Winnebago Industries, Inc., and BMO Capital Markets Corp. | 8-K | 10.12 | 01/23/2024 | |
| 10.66 | Additional Warrant Confirmation, dated January 19, 2024, between Winnebago Industries, Inc., and JPMorgan Chase Bank, National Association. | 8-K | 10.13 | 01/23/2024 | |
| 10.67 | Amendment No. 1 to Amended and Restated Credit Agreement dated as of November 15, 2019 among Winnebago Industries, Inc., Winnebago of Indiana, LLC and Grand Design RV, LLC, Newmar Corporation, the other loan parties thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A. | 10-Q | 10.2 | 12/20/2019 | |
| 10.68 | First Restated and Amended Lease Agreement (Main Facility) dated October 4, 2019 by and between Three Oaks, LLC and Grand Design RV, LLC. | 10-Q | 10.14 | 12/20/2019 | |
| 10.69 | Second Restated and Amended Lease Agreement (Expansion Facility) dated October 4, 2019 by and between Three Oaks, LLC and Grand Design RV, LLC. | 10-Q | 10.15 | 12/20/2019 | |
| 10.70 | First Amendment to Lease dated March 12, 2024 by and between Three Oaks, LLC and Grand Design RV, LLC. | 10-Q | 10.1 | 06/20/2024 | |
| 10.71 | Amendment No. 2 to Amended and Restated Credit Agreement, dated as of July 8, 2020, among Winnebago Industries, Inc., Winnebago of Indiana, LLC, Grand Design RV, LLC, Newmar Corporation, the other loan parties thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent | 8-K | 10.1 | 07/09/2020 | |
| 10.72 | Intercreditor Agreement, dated as of July 8, 2020, among JPMorgan Chase Bank, N.A., U.S. Bank National Association, as collateral trustee, Winnebago Industries, Inc. and certain of its subsidiaries party thereto. | 8-K | 10.2 | 07/09/2020 | |
| 10.73 | Amended and Restated Employment Agreement between Winnebago Industries, Inc. and Michael Happe dated December 15, 2021* | 8-K | 10.1 | 12/17/2021 | |
| 10.74 | Winnebago Executive Officer Severance Plan and Summary Plan Description* | 8-K | 10.2 | 12/17/2021 | |
| 19 | Winnebago Industries, Inc. Insider Trading Policy | X | |||
| 21 | List of Subsidiaries. | X | |||
| 23 | Consent of Independent Registered Public Accounting Firm. | X | |||
| 31.1 | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certification by the Chief Executive Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.2 | Certification by the Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 97 | Winnebago Industries, Inc. Mandatory Compensation Recovery Policy | X | |||
| Exhibit No. | Incorporated by Reference | Filed Herewith | ||||
| Exhibit Description | Form | Exhibit | Filing Date | |||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (furnished herewith). | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Linkbase Document | |||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||
| 104 | The cover page from the Winnebago Industries, Inc. Annual Report on Form 10-K for the fiscal year ended August 31, 2024, formatted in Inline XBRL (included as Exhibit 101). | |||||
- Management contract or compensation plan or arrangement.
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