WINNEBAGO INDUSTRIES INC
For the period ended Dec 17, 2024. Filed Nov 5, 2024.
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Dec 17, 2024 · Filed Nov 5, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Filed by the Registrant ☒ | |
|---|---|
| Filed by party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
WINNEBAGO INDUSTRIES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee previously paid with preliminary materials |
| ☐ | Fee computed on table per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| Dear Fellow Shareholders, | |
|---|
Our performance in fiscal 2024 reflects the power of Winnebago Industries’ portfolio of premium outdoor recreation brands, the benefits of our variable cost structure and the strength of our balance sheet. Although various factors, including inflation and elevated interest rates, continued to pressure retail demand in our end markets, we remained focused on the critical elements of our value-creation strategy to maintain durable margins and resilient profitability.
Foundational to our strategy is an enterprise approach centered on collaboration among our RV and marine brands: Grand Design RV, Winnebago, Newmar, Chris-Craft, and Barletta. This approach is supported by unique centers of excellence that strengthen each brand and enable us to generate synergies across our entire portfolio. Despite the challenging economic environment, each of our segments was profitable in fiscal 2024. We achieved this through disciplined and proactive capacity utilization, and cost management.
Our variable cost structure provides production flexibility to respond to dynamic market conditions and allows us to manage cyclicality and still drive profitability and positive cash flow even in the midst of headwinds. Effective cost management helps us generate ample free cash flow to invest in innovative new products and technologies. It also allows us to employ a balanced capital allocation strategy that consistently benefits our shareholders through quarterly dividends and periodic share repurchases.
Fiscal 2024 marked another year of significant innovation for Winnebago Industries. Grand Design unveiled the Lineage Series M, its first-ever motorized RV, while our Towable RV segment responded to evolving consumer demands with a suite of high-quality, value-driven models. These included the Grand Design Reflection 100 Series, the Grand Design Influence, and the versatile Winnebago Access, all designed to deliver premium experiences at competitive prices. In our Marine segment, Barletta advanced its reputation as the fastest-growing pontoon business, winning awards for its center-mounted twin-engine pontoon boat—an industry first.
On the technology front, Winnebago launched its intelligent technology platform, Winnebago Connect™. This game-changing software proactively monitors and controls all onboard RV systems, including lighting, climate, and energy management, according to user preferences. It is the only product on the RV market that achieves this integration through a single platform. These and other technology investments provide a significant runway for profitable growth.
Growth and investment in our business fuel a virtuous cycle that allows us to enhance shareholder value. In fiscal 2024, we returned approximately $107 million to shareholders through share repurchases and dividends. In August, the Board continued to demonstrate its confidence in the future of Winnebago Industries, approving a 10% increase in our quarterly cash dividend. The Company has paid a quarterly dividend for 41 consecutive quarters and has increased the quarterly dividend in each of the past six years.
As we enter 2025, we are poised to strengthen our leadership in the RV and marine industries. Our proven strategy of cultivating strong dealer relationships and building premium, recognizable brands positions us to capture greater market share and introduce more customers to the joys of the RV and boating lifestyles. Moreover, our 2023 acquisition of Lithionics Battery continues to disrupt the mobile power sector, winning new business in the outdoor industry and across specialty vehicle applications. In addition, we remain committed to discipline in managing the business through challenging conditions, protecting the balance sheet, and positioning the business for accelerated long-term success.
On behalf of the Board of Directors, we would like to thank director Rick Moss, who is retiring from the Board as of December 17, 2024, for his service and support to Winnebago Industries. His business and financial experience has helped to make us a stronger company during his more than seven years of service on our Board.
Our 2024 proxy statement includes several items that will be voted on at our upcoming annual meeting of shareholders, which will be conducted virtually on Tuesday, December 17, 2024. We encourage you to participate and vote your shares.
Finally, on behalf of the entire Board, thank you for your continued support of Winnebago Industries. We look forward to continuing to deliver on our long-term value-creation strategy in the year ahead.
David W. Miles,
Chair of the Board of Directors
Michael J. Happe,
President and Chief Executive Officer
Notice of Annual Meeting of Shareholders to be held December 17, 2024
| Time and Date: Tuesday, December 17, 2024 3:30 p.m. Central Standard Time | Place: The annual meeting will be held virtually. www.virtualshareholdermeeting.com/WGO2024 | Record Date: October 22, 2024 |
Winnebago Industries, Inc. (Winnebago Industries or the Company) will hold its 2024 annual meeting of shareholders (Annual Meeting) on Tuesday, December 17, 2024 at 3:30 p.m. Central Standard Time. The Annual Meeting will be completely virtual. The proxy materials were either made available to you over the internet or mailed to you on or about November 5, 2024. At the Annual Meeting, shareholders will be asked to:
| 1. | Elect three Class I directors to hold office for a three-year term |
| 2. | Approve, on an advisory basis, the compensation of our named executive officers |
| 3. | Ratify the selection of Deloitte & Touche LLP as our independent registered public accountant for fiscal 2025 |
Only shareholders of record at the close of business on October 22, 2024 may vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors
Stacy L. Bogart
Senior Vice President, General Counsel, Secretary and Corporate Responsibility
Eden Prairie, MN
November 5, 2024
How to Vote
Your Vote Is Important
Please read this proxy statement and submit your vote as soon as possible. A prompt response is helpful and your cooperation is appreciated.
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