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~~January 178, ~~2024~~ 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 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~January 208, ~~2024~~2025, Winnebago Industries, Inc. (the "“Company"”) ~~issued~~announced ~~a press release to report financial results for~~ the ~~first~~appointment ~~quarter~~ of ~~Fiscal~~Michael ~~2025~~E. ~~ended~~Pack ~~November~~to ~~30,~~its ~~2024.~~Board ~~A copy~~ of ~~the~~Directors ~~press~~(“Board”) ~~release~~effective isJanuary ~~attached~~8, ~~as Exhibit 99~~2025.~~1 and is incorporated by reference herein.~~

~~Exhibit 99~~Mr.1 ~~includes~~Pack ~~non-GAAP~~is ~~financial~~Executive ~~measures~~Vice ~~related~~President, toChief ~~our~~Financial ~~operations.~~Officer ~~Certain~~and ofPresident, ~~these~~Vocational ~~non-GAAP measures may be discussed in our earnings conference call for the first quarter~~ of ~~Fiscal~~Oshkosh ~~2025.~~Corporation ~~In addition~~(“Oshkosh”), ~~Exhibit~~a ~~99.1~~global ~~includes~~manufacturer ~~reconciliations~~ of ~~these~~industrial ~~GAAP~~vehicles toand ~~non-GAAP~~equipment, ~~measures~~a asposition ~~well~~he ashas anheld ~~explanation~~since ofJune ~~why~~2024. Prior ~~these non-GAAP measures provide useful information~~ to ~~investors~~this ~~and~~role, ~~how management uses these non-GAAP measures~~Mr. ~~These~~Pack ~~non-GAAP~~held ~~measures~~finance ~~should~~roles ~~not~~of beincreasing ~~considered~~responsibility asince ~~substitute~~joining ~~for,~~Oshkosh ~~or superior to, financial measures calculated~~ in ~~accordance~~2006. Before ~~with~~joining ~~GAAP~~Oshkosh, ~~and~~Mr. ~~the~~Pack ~~financial~~was ~~results~~a ~~calculated~~senior inaudit ~~accordance~~manager ~~with~~at ~~GAAP~~Grant ~~and~~Thornton ~~reconciliations from our results should be carefully evaluated~~LLP.

~~The information set forth in this Item 2~~Mr.~~02,~~ ~~including~~Pack ~~Exhibit~~will ~~99.1, of this Form 8-K shall~~ be ~~deemed~~a ~~"furnished"~~Class ~~pursuant~~II todirector ~~Item 2.02~~ and ~~not~~will ~~"filed"~~serve ~~for~~on ~~purposes of Section 18 of~~ the ~~Securities~~Audit Committee and ~~Exchange Act of 1934, or otherwise subject to~~ the ~~liabilities~~Technology ~~of that section,~~ and ~~shall~~Innovation not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filingCommittee.

~~Item 5~~Mr.07 ~~Submission~~Pack will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of ~~Matters~~which towere adisclosed ~~Vote~~in the Company’s proxy statement for its 2024 annual meeting of ~~Security~~shareholders ~~Holders~~filed with the Securities and Exchange Commission on November 5, 2024, in the section titled “Director Compensation.”

AtThere ~~the~~are ~~annual~~no ~~meeting~~transactions ofor ~~shareholders~~relationships ofbetween the Company ~~held~~and ~~on December 17, 2024, three proposals were voted upon by the Company’s shareholders~~Mr. ~~The~~Pack ~~proposals~~that are ~~described~~reportable inunder ~~detail~~Item in404(a) ~~the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 5, 2024. A brief description~~ of ~~the~~Regulation ~~proposals and the final results of the votes for each matter follows~~S-K.

~~Item~~Mr. 1Pack –is ~~Election~~expected to stand for election to the Board at the 2025 annual meeting of ~~Directors~~shareholders.

~~The~~Item ~~following~~7.01 ~~nominees~~Regulation ~~were~~FD ~~elected as Class I directors of the Company for three-year terms ending in 2027:~~ Disclosure.

Name	Votes For	Votes Withheld	Broker Non-Votes
Christopher J. Braun	21,625,339	1,321,005	2,994,801
David W. Miles	22,794,227	152,117	2,994,801
Jacqueline D. Woods	21,726,058	1,220,286	2,994,801

On January 8, 2025, the Company issued a press release announcing the appointment of Mr. Pack to the Board as described above under Item 5.02. A copy of the news release is furnished as Exhibit 99.1 and incorporated herein by reference.

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
22,357,166						544,071						45,107						2,994,801

Item 3 – Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accountant for Fiscal 2025.

The selection of Deloitte & Touche LLP as the Company’s independent registered public accountant for the fiscal year ending August 30, 2025 was ratified:

Votes For						Votes Against						Abstain
25,076,892						853,664						10,589

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

			Exhibit Number			Description
			99.1			Press Release of Winnebago Industries, Inc. dated ~~December~~January 208, ~~2024~~2025
			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~~January 208, ~~2024~~2025

By:

/s/ Stacy L. Bogart

Name:

Stacy L. Bogart

Title:

Senior Vice President, ~~Chief~~General ~~Legal Officer~~Counsel, ~~Corporate~~ Secretary, and Corporate Responsibility

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