Thor Industries (THO) Proxy filing summary

Executive summary

• FY2026 net sales were $9.61 billion, net income attributable to THOR was $177.5 million, and operating cash flow was $321.2 million amid a prolonged RV industry downturn.

• Strategic North American changes expanded enterprise procurement, consolidated selected functions, and aligned production with retail demand to lower costs durably and support future margin expansion.

• Capital returns included a 4% dividend increase to $2.08 per share, 1,274,538 shares repurchased at a weighted-average $90.33, and $59.7 million of debt payments.

Voting matters and shareholder proposals

• The Dec. 16, 2026 virtual annual meeting puts nine director nominees, Deloitte’s FY2027 auditor appointment, and executive compensation to a vote; the Board recommends FOR all three.

• Shareholders of record on Oct. 19, 2026 may vote one vote per share; approval requires a majority of votes cast, and uncontested director nominees must submit resignations if they fail to receive a majority.

• Shareholder proposals for inclusion in the 2027 proxy are due by July 6, 2027; proxy-access nominations are due June 6–July 6, 2027, subject to meeting-date conditions.

Board of directors and corporate governance

• Nine directors were nominated for one-year terms; eight of nine directors were independent, with an independent Board Chair and separate Chair and CEO roles.

• The Board held five meetings in FY2026; directors attended 100% of full Board meetings, and no director attended less than 94% of combined Board and committee meetings.

• Board and committees conduct annual self-evaluations; director candidates are assessed under a diversity policy, and directors aged 72 or older must submit annual resignations for Board consideration.

• Proxy access permits up to 20 shareholders holding at least 3% for three years to nominate up to two directors or 25% of seats up for election, whichever is greater.