Winnebago Industries (WGO) Proxy filing summary

Executive summary

• Cooperation agreement dated Oct. 22, 2026, resolves Vision One’s director nominations and proposals; Vision One withdrew its 2026 meeting slate and ended related solicitation.

• The 2026 annual meeting is expected in December; nomination and governance changes remain subject to shareholder approval and applicable conditions.

Voting matters and shareholder proposals

• Shareholders will vote at the 2026 annual meeting on amendments to the Articles and Bylaws to phase out the classified Board over three years; the Board will recommend approval and solicit proxies.

• Vision One will generally vote its shares in line with Board recommendations through the agreement’s termination, with discretion on extraordinary transactions and proposals opposed by ISS or Glass Lewis.

• Vision One irrevocably withdrew its Sept. 15, 2026 director nominations and shareholder proposals and ceased solicitation activity for the 2026 meeting.

Board of directors and corporate governance

• Jay L. Johnson will be nominated as an independent Class III director for election at the 2026 annual meeting, with a term expiring at the 2029 annual meeting; the Board will recommend and solicit votes for his election.

• Johnson is slated for the Audit and Finance Committee after election; the Board will have no more than 10 directors from the close of the 2026 annual meeting until agreement termination.

• Johnson is CFO and Treasurer of Lamar Advertising since 2019; prior roles include CFO positions at DiamondRock Hospitality and Host Hotels & Resorts, and a current directorship at SBA Communications.

• Subject to approval, directors elected from 2027 onward will receive one-year terms as existing terms expire, with all directors standing annually beginning in 2029; no unexpired term will be shortened.