WINNEBAGO INDUSTRIES INC
For the period ended Dec 16, 2025. Filed Nov 4, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 16, 2025 · Filed Nov 4, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
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 in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Fellow Shareholders,
Winnebago Industries remained resilient despite a challenging operating environment in Fiscal 2025. We delivered innovative products, enhanced production efficiency, reduced costs, and collaborated with our dealer partners to align inventory with market demand. In addition, we took decisive steps to improve the operational performance of our Winnebago-branded businesses. These disciplined actions enabled us to adapt to dynamic conditions and position the Company for growth as our markets recover.
New product momentum was strong in the Motorized RV segment, with the launch of compelling new offerings from Grand Design RV and Newmar. These offerings included the Lineage Series F Class Super C, featuring a rugged Fox Factory Suspension, the Lineage Series VT Class B, and the Newmar Freedom Aire. In Fiscal 2025 – its first full year on the market – the Lineage Series achieved its revenue target of more than $100 million. Grand Design expanded its towable RV reach with the new Transcend Series travel trailers, applying its proven consumer-centric design to attract quality- and value-minded customers. These models further broaden the brand’s reach, offering practical design and reliable performance at an accessible price point.
We advanced the transformation of our Winnebago-branded businesses with key leadership moves. Don Clark was promoted to Group President – Towable RV Segment; President – Grand Design RV, integrating both Grand Design and Winnebago Towables. Casey Tubman was promoted to Group President – Newmar and Winnebago Motorized, where he will continue to lead the Newmar business day-to-day as president and now provide executive oversight for the Winnebago-brand motorhome business. Chris West, formerly Senior Vice President of Enterprise Operations and Barletta Boats, now leads Winnebago Motorhomes and Specialty Vehicles. He brings the operational expertise and fresh perspective that will help to reinvigorate the portfolio.
The process improvements underway at our Winnebago-branded businesses are part of a broader margin recapture plan: refreshing the product lineup, boosting operational efficiency and rebuilding sustained profitability, starting in Fiscal 2026. New products such as Winnebago Towables’ Thrive™ travel trailer and Winnebago Motorhomes’ Sunflyer™ Class C Motorhome, which debuted at the RV Open House in September, are positioning the Winnebago brand to drive improved margins and meaningful share gains over time.
For 60 years, Winnebago Industries focused exclusively on RVs. In 2018, we transformed our business with the acquisition of iconic boatmaker Chris-Craft, followed in 2021 by the acquisition of Barletta, a rapidly expanding premium pontoon manufacturer. Today, these brands represent our Marine segment, which continued to perform well in Fiscal 2025. Chris-Craft’s dynamic and competitively priced Sportster Series is attracting new customers to the boating lifestyle; Barletta’s exciting model year 2026 product line advances its position as the third-largest brand in the U.S. aluminum pontoon market and North America’s fastest growing aluminum pontoon manufacturer.
From a financial perspective, we reduced our debt by roughly $159 million in Fiscal 2025 through a $100 million tender of our 6.25% senior secured notes due 2028 and $59 million in convertible debt extinguishment. As we begin Fiscal 2026, we are focused on achieving our target leverage range through stronger cash generation driven by working capital discipline, operational efficiency and profitable growth. We are also working with our supply base to further mitigate tariff risk.
Our disciplined capital allocation strategy is underpinned by more than 11 consecutive years of quarterly dividend payments as well as more than $440 million in share repurchases over the past nine years, including $50 million in Fiscal 2025. This track record reinforces our commitment to creating value for shareholders and our confidence in the future.
The 2025 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 16, 2025. We encourage you to participate and vote your shares.
On behalf of the entire Winnebago Industries Board, thank you for your continued support. We look forward to executing in the year ahead to drive long-term value.
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 16, 2025
| Time and Date: Tuesday, December 16, 2025 3:30 p.m. Central Standard Time | Place: The annual meeting will be held virtually. www.virtualshareholdermeeting.com/WGO2025 | Record Date: October 21, 2025 |
Winnebago Industries, Inc. (Winnebago Industries or the Company) will hold its 2025 annual meeting of shareholders (Annual Meeting) on Tuesday, December 16, 2025 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 4, 2025. At the Annual Meeting, shareholders will be asked to:
| 1. | Elect three Class II directors to hold office for a three-year term |
| 2. | Approve, on an advisory basis, the compensation of our named executive officers |
| 3. | Approve our amended and restated 2019 Omnibus Incentive Plan |
| 4. | Approve our amended and restated Employee Stock Purchase Plan |
| 5. | Ratify the selection of Deloitte & Touche LLP as our independent registered public accountant for Fiscal 2026 |
Only shareholders of record at the close of business on October 21, 2025 may vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors
Stacy L. Bogart
Senior Vice President - Chief Legal Officer, Corporate Secretary and Corporate Responsibility
Eden Prairie, MN
November 4, 2025
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.
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.