Winnebago Industries (WGO) Proxy filing summary

Executive summary

• FY2026 net revenue was $2.7B, RV market share 10.4%, operating cash flow $168.7M and shareholder cash returns $39.9M.

• Motorhome RV returned to full-year profitability after a FY2025 operating loss; manufacturing realignments are expected to deliver benefits through FY2027 and into FY2028.

• Redeemed $100M of senior secured notes, extended the $350M revolving credit facility through 2031 and raised the quarterly dividend 3% to $0.36 per share.

Voting matters and shareholder proposals

• The virtual annual meeting is set for December 15, 2026; shareholders of record on October 20, 2026 may vote on six proposals.

• Ballots cover five director nominees, advisory say-on-pay, the amended 2019 incentive plan, Deloitte’s FY2027 appointment and two Board declassification amendments; the Board recommends FOR each.

• The incentive plan proposal adds 2.2M shares to the reserve and extends the plan term to 10 years after shareholder approval.

• Articles and Bylaws declassification amendments require approval of both proposals; annual elections phase in from 2027, with all directors elected annually beginning in 2029.

• The Articles amendment requires votes from holders of at least 75% of outstanding shares; the Bylaws amendment uses a majority voting standard subject to a quorum floor.

Board of directors and corporate governance

• Nine of 10 director nominees and continuing directors are independent; the Board has an independent chair, and all committee members are independent.

• Jay L. Johnson is nominated for a Class III seat under the Vision One cooperation agreement; William C. Fisher will not stand for re-election after reaching the mandatory retirement age of 72.

• The Board met eight times in FY2026; independent directors held executive sessions at every regular Board meeting, and directors completed annual Board and committee self-evaluations.

• The Audit Committee was renamed Audit and Finance in October 2026, with expanded oversight of capital allocation, investment criteria and returns, and completed material acquisitions and investments.