Winnebago Industries (WGO) Proxy Filing summary

Executive summary

• Fiscal 2024 performance demonstrated resilient profitability and durable margins despite inflation and high interest rates, supported by a variable cost structure and strong balance sheet.

• Innovation included the launch of new RV and marine products, and the Winnebago Connect technology platform, enhancing customer experience and operational efficiency.

• $107 million was returned to shareholders via dividends and share repurchases; the quarterly dividend was increased by 10% and has been paid for 41 consecutive quarters.

• The 2023 acquisition of Lithionics Battery is driving growth in mobile power solutions.

• The company is positioned for continued leadership in RV and marine markets entering 2025.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class I directors for three-year terms, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as independent auditor for fiscal 2025.

• The Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board consists of nine members post-2024, with 89% independence, 33% female, and 22% racially/ethnically diverse.

• Board committees include Audit, Human Resources, Nominating and Governance, and Finance, all chaired by independent directors.

• Annual self-evaluations, director overboarding policy, and age limit of 72 support board refreshment.

• Code of Conduct and human rights policy apply to all directors, officers, employees, and business partners.