THOR INDUSTRIES INC
For the period ended Dec 20, 2024. Filed Nov 6, 2024.
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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 20, 2024 · Filed Nov 6, 2024
Contents
Appendix A
RECONCILIATION OF
NON-GAAP FINANCIAL
MEASURES
“COMPANY ADJUSTED NBT”
In Fiscal Years 2021, 2022, 2023, and 2024, the Company evaluated its NEOs, paid MIP to its NEOs, and awarded RSUs to its NEOs based upon Company Adjusted NBT, which is anon-GAAP measure. The Company defines “Company Adjusted NBT” as its consolidated income before income tax and then makes adjustments to exclude gains/losses as a result ofnon-forecasted major acquisitions, LIFO, non-controlling interests, impairments, and certain foreign currency exchange gains/ losses. Company Adjusted NBT is not calculated in accordance with, nor is it a substitute for, GAAP measures. A reconciliation of Company Adjusted NBT to income before income taxes, the most directly comparable financial measure calculated and presented in accordance with GAAP, is provided below:
| ($ in thousands) | FY 2024 | FY 2023 | FY 2022 | FY 2021 |
|---|---|---|---|---|
| Income Before Income Taxes (GAAP) | $348,844 | $499,353 | $1,459,864 | $844,581 |
| Adjustment: Non-Forecasted Major Acquisition Effects | — | — | — | ($8,755) |
| Adjustment: Impairments | — | — | — | — |
| Adjustment: Foreign Currency Exchange Gains/Losses | $739 | ($6,487) | ($6,502) | — |
| Adjustment: Non-Controlling Interest Gains/Losses | ($129) | $44 | ($609) | ($1,386) |
| Adjustment: LIFO Gains/Losses | ($14,494) | $25,153 | $59,212 | — |
| COMPANY ADJUSTED NBT | $334,960 | $518,063 | $1,511,965 | $834,440 |
North American Towable North American Motorized European Recreational Vehicles Products and Services Other North American Companies
52700 Independence Ct. Elkhart, IN 46514 574.970.7460 WWW.THORINDUSTRIES.COM
©2024 THOR Industries, Inc. THOR® and all THOR-related names, logos, products and services names, designs, trade dress, and slogans are trademarks of THOR Industries, Inc. and/or its affiliates. All other names, logos, products and services names, designs, trade dress, and slogans are trademarks of their respective owners.
THOR INDUSTRIES, INC.
ATTN: TREVOR Q. GASPER
52700 INDEPENDENCE COURT
ELKHART, IN 46514
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 12/19/2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting-Go to www.virtualshareholdermeeting.com/THO2024
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 12/19/2024. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS |
|---|
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||||||
| The Board of Directors recommends you vote FOR the following: | ☐ | ☐ | ☐ | |||||||||
| 1. Election of Directors | ||||||||||||
| Nominees | ||||||||||||
| 01) Andrew Graves 02) Christina Hennington 03) Amelia A. Huntington 04) Laurel Hurd 05) William J. Kelley, Jr. | ||||||||||||
| 06) Christopher Klein 07) Jeffrey D. Lorenger 08) Robert W. Martin 09) Peter B. Orthwein | ||||||||||||
| The Board of Directors recommends you vote FOR proposals 2 and 3. | For | Against | Abstain | |||||||||
| 2. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our Fiscal Year 2025. | ☐ | ☐ | ☐ | |||||||||
| 3. Non-binding advisory vote to approve the compensation of our named executive officers (NEOs). | ☐ | ☐ | ☐ | |||||||||
| NOTE: In their discretion, the Proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof. | ||||||||||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and 10K Wrap are available atwww.proxyvote.com
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THOR INDUSTRIES, INC. Annual Meeting of Shareholders December 20, 2024 8:00 AM EST This proxy is solicited by the Board of Directors The undersigned shareholder of THOR Industries, Inc. hereby appoints Andrew Graves and Trevor Q. Gasper, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of Common Stock of THOR INDUSTRIES, INC. that the shareholder is entitled to vote at the Annual Meeting of Shareholders to be held virtually at www.virtualshareholdermeeting.com/THO2024 at 8:00 AM, EST on December 20, 2024, and any adjournment or postponement thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side
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