Winnebago Industries Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four Class III director nominees for three-year terms expiring in 2029 and one Class I director nominee for a one-year term expiring in 2027.

2. 2

   Advisory Vote to Approve the Compensation of Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 2 asks shareholders to approve, on an advisory and non-binding basis, the compensation paid to Winnebago Industries’ named executive officers. The vote covers the compensation arrangements described in the proxy statement, including salary, annual incentives, long-term equity awards, benefits, and applicable employment or severance arrangements. Management is seeking approval because SEC rules require this recurring shareholder advisory vote and because the Board uses the result as an input into future compensation decisions. The Company’s stated compensation philosophy is to pay for performance while attracting and retaining executives critical to its strategy. The program is designed to align management with shareholders through equity awards and to integrate compensation with annual, long-term, and strategic business objectives. For Fiscal 2026, most participating NEOs received annual incentive payouts tied to revenue, operating income, working capital, individual objectives, and business-unit results, while the prior three-year LTIP cycle paid out at zero. The Company also highlights governance safeguards such as clawbacks, stock ownership guidelines, anti-hedging and anti-pledging rules, and the absence of tax gross-ups and single-trigger change-in-control acceleration. At the 2025 annual meeting, 96.3% of votes cast supported the NEO compensation program, which management cites as evidence of shareholder support. The Board unanimously recommends a FOR vote, while acknowledging that the advisory result is not legally binding but will be considered by the Human Resources Committee in future compensation decisions.

3. 3

   Approval of the Amended and Restated 2019 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve an amendment and restatement of the 2019 Omnibus Incentive Plan to add 2,200,000 shares to the reserve and extend the plan for ten years after shareholder approval.

   More detail

   Proposal 3 asks shareholders to approve an amended and restated 2019 Omnibus Incentive Plan. The principal changes are an additional reserve of 2,200,000 common shares and an extension of the plan term to ten years after shareholder approval. The Company states that the restatement is otherwise substantively the same as the existing plan. Management is seeking approval because the remaining reserve is expected to be insufficient for awards beyond the October 2026 grants, particularly as the lower stock price increases the share-based burn rate. The Company estimates that the new reserve would support approximately one additional year of awards under recent granting practices. The proposed increase would raise projected share capital dilution from 8.88% to 16.61%, a material dilution consideration for shareholders. The plan includes a two-for-one share-counting rule for full-value awards, a one-year minimum vesting or performance period subject to exceptions, and restrictions on dividends on unvested awards. It also prohibits repricing underwater options or SARs without shareholder approval, limits non-employee director awards to $400,000 annually, incorporates clawback provisions, and generally uses double-trigger change-in-control vesting. Eligible participants include employees, consultants, advisors, and non-employee directors, but individual future awards are not determinable because they remain discretionary. The Board unanimously recommends voting FOR the plan, asserting that the reserve, expected duration, dilution, and governance protections are reasonable for a company of Winnebago’s size and industry.

4. 4

   Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accountant

   ManagementBoard: FOR

   Ratify the Audit and Finance Committee's selection of Deloitte & Touche LLP as Winnebago Industries' independent registered public accountant for Fiscal 2027.

5. 5

   Approval of an Amendment to the Articles of Incorporation to Provide for the Phased Declassification of the Board

   ManagementBoard: FOR

   Approve an amendment to Article IV of the Articles of Incorporation that phases out the classified Board beginning in 2027 and provides for annual election of all directors beginning in 2029, while preserving existing director terms during the transition.

   More detail

   Proposal 5 asks shareholders to approve an amendment to Article IV of Winnebago Industries’ Articles of Incorporation to phase out the classified Board. If approved together with Proposal 6, the transition would begin at the 2027 annual meeting, with all directors standing for annual election beginning in 2029. Directors elected before 2027 would serve their existing terms, including the Class III directors elected in 2026 through 2029 and Emily Silver through 2027. The amendment therefore preserves continuity during the transition rather than shortening incumbent directors’ terms or requiring resignations and reappointments. Management acknowledges that a classified Board can provide stability and continuity, but argues that annual elections increase accountability to shareholders. The Board characterizes the phased approach as a balance between those competing governance considerations. The amendment would retain the existing three-to-fifteen director range, the Board’s authority to set the number of directors, and the requirement that shareholders remove directors only for cause. It would also preserve the requirement for a 75% shareholder vote to amend or repeal Article IV or adopt an inconsistent provision. Implementation is expressly conditioned on approval of Proposal 6, and neither amendment becomes effective unless both proposals pass. The Board notes that annual elections may facilitate faster changes in Board composition and reduce the time available to evaluate unsolicited acquisition proposals, but concluded that the amendment is in the best interests of the Company and shareholders. Approval requires at least 75% of all issued and outstanding shares entitled to vote, with abstentions, broker non-votes, and failures to vote treated as against. The Board unanimously recommends voting FOR Proposal 5.

6. 6

   Approval of an Amendment to the Bylaws to Provide for the Phased Declassification of the Board

   ManagementBoard: FOR

   Approve a conforming amendment to Section 2.1 of the Bylaws to phase out the classified Board beginning in 2027 and provide for annual election of all directors beginning in 2029.

   More detail

   Proposal 6 asks shareholders to approve a conforming amendment to Section 2.1 of Winnebago Industries’ Bylaws. The amendment would implement the same phased Board declassification described in Proposal 5, beginning with annual elections for applicable seats in 2027 and culminating in annual election of all directors in 2029. Directors elected at the 2026 annual meeting would retain the terms for which they were elected, including three-year terms for Class III nominees and a one-year term for Emily Silver. The proposal would not shorten existing terms or require any director to resign or be reappointed. It would preserve the authorized Board size range, the prohibition on shortening an incumbent director’s term through a Board-size reduction, and the Board’s authority to fill vacancies and newly created directorships. The apportionment requirement for increases or decreases in Board size among classes would cease when the Board becomes fully declassified. The Company is submitting the Bylaw Amendment separately because Minnesota law prevents the Board from amending the Bylaws to change the classification or terms of directors without shareholder approval. Approval of both Proposal 5 and Proposal 6 is required; if either fails, the existing classified structure remains in effect. The Bylaw Amendment would become effective concurrently with the Articles Amendment upon filing the Articles of Amendment with the Minnesota Secretary of State. The Board unanimously recommends voting FOR Proposal 6, stating that phased declassification is in the best interests of the Company and its shareholders.

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When is the Winnebago Industries Inc 2026 annual meeting?

Winnebago Industries Inc (WGO) holds its 2026 annual shareholder meeting on Tuesday, December 15, 2026.

What is the record date for the Winnebago Industries Inc 2026 meeting?

The record date for the Winnebago Industries Inc 2026 meeting is Tuesday, October 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Winnebago Industries Inc's 2026 meeting?

The board is presenting 5 director nominees at the Winnebago Industries Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Winnebago Industries Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Winnebago Industries Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.