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 18, 2019
(Exact Name of Registrant as Specified in its Charter) | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of Principal Executive Offices) | (Zip Code) | |||
Registrant's telephone number, including area code 641 -585-3535
______________________________________________________________________
(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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On December 19, 2019, the Company announced the appointment of Sara Armbruster to its Board effective December 18, 2019. Ms. Armbruster is Vice President, Strategy, Research and Digital Transformation for Steelcase Inc. (NYSE: SCS), the global leader in the office furniture industry. Ms. Armbruster has held several leadership positions since joining Steelcase in 2007 as Vice President of Corporate Strategy. As her role increased in scope and complexity, she added responsibility for new business innovation activities, which include investment in internal and external growth opportunities and development of new business models. Before joining Steelcase, Ms. Armbruster was Vice President of Business Development at Banta Corporation, a contract printing company.
Ms. Armbruster will be a Class III director and will sit on the Finance and Human Resources Committees.
Ms. Armbruster will be compensated in accordance with the registrant’s standard compensation policies and practices for the Board, the components of which were disclosed in the registrant’s Proxy Statement for its 2019 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on November 5, 2019, in the section titled “Director Compensation”.
There are no transactions or relationships between the registrant and Ms. Armbruster that are reportable under Item 404(a) of Regulation S-K.
Ms. Armbruster is expected to stand for election to the Board at the 2020 annual shareholders meeting.
Item 7.01 | Regulation FD Disclosure. |
On December 19, 2019, the Company issued a news release announcing the appointment of Ms. Armbruster 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
SIGNATURE
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 19, 2019 | By: | /s/ Stacy L. Bogart | |
Name: | Stacy L. Bogart | |||
Title: | Vice President, General Counsel and Corporate Secretary | |||