Thor Industries (THO) Proxy Filing summary

Executive summary

• Fiscal Year 2025 saw continued industry headwinds, but operational restructurings and efficiency initiatives drove value, including integrating Heartland brands under Jayco, consolidating Entegra production, and rebranding Keystone RV products.

• Net sales were $9.58 billion, net income $258.6 million, and cash from operations $577.9 million, with a 4.2% dividend increase and $237 million in debt payments.

• Share repurchases totaled 586,558 shares, and a new $400 million repurchase authorization extends through July 2027.

• Investments continued in product innovation, electric vehicles, automation, and sustainability, including the launch of the world's first electric Class A motorhome with a range extender.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) ratification of Deloitte as auditor, (3) advisory approval of executive compensation, and (4) approval of the Amended and Restated Equity and Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by July 6, 2026.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; diversity policy ensures 44% are women or minorities.

• Annual board and committee self-assessments, mandatory retirement policy at age 72, and proxy access for shareholders holding 3%+ for three years.

• Board committees: Audit, Compensation and Development, and ESG & Nominating, all chaired by independent directors.

• Directors attended 96% of meetings; robust succession planning and ethics training in place.