NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 18, 1996
To the Shareholders of WINNEBAGO INDUSTRIES, INC.
The Annual Meeting of Shareholders of Winnebago Industries, Inc. will be held on
Wednesday, December 18, 1996, at 7:30 p.m., Central Standard Time, at Friendship
Hall, Highway 69 South, Forest City, Iowa, for the following purposes:
1. the election of eight directors; and
2. the transaction of such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors of the Company has fixed the close of business on October
14, 1996, as the record date for the determination of shareholders entitled to
notice of and to vote at this meeting and at any and all adjournments thereof.
By Order of the Board of Directors
/s/ Raymond M. Beebe
RAYMOND M. BEEBE
SECRETARY
Forest City, Iowa
November 18, 1996
YOUR VOTE IS IMPORTANT
EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE DATE, SIGN AND
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE. A PROMPT RESPONSE IS HELPFUL AND
YOUR COOPERATION IS APPRECIATED.
WINNEBAGO INDUSTRIES, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Winnebago Industries, Inc., an Iowa corporation (the
"Company"), P.O. Box 152, Forest City, Iowa 50436, of proxies to be used at the
Annual Meeting of Shareholders of the Company to be held at Friendship Hall,
Highway 69 South, Forest City, Iowa on December 18, 1996, at 7:30 p.m., Central
Standard Time, and at any and all adjournments thereof. This Proxy Statement was
first mailed to shareholders on or about November 18, 1996.
Only holders of Common Stock of record at the close of business on October 14,
1996 will be entitled to vote at the Annual Meeting of Shareholders. At such
date, the Company had outstanding 25,359,679 shares of Common Stock, par value
$.50 per share ("Common Stock"). Each share of Common Stock entitles the holder
to one vote upon each matter to be voted upon at the meeting. A majority of the
outstanding shares of Common Stock will constitute a quorum for the Annual
Meeting of Shareholders. Election of each director requires the affirmative vote
of the holders of a majority of the shares of the Company's Common Stock present
or represented by proxy and voted at the meeting.
A form of proxy is enclosed for use at the meeting. If the proxy is executed and
returned, it may nevertheless be revoked at any time insofar as it has not been
exercised. A person giving the enclosed proxy may revoke it by giving written
notice to the Secretary, or by subsequently granting a later-dated proxy. Unless
revoked, the shares represented by validly executed proxies will be voted at the
meeting in accordance with the instructions indicated thereon. Withholding
authority to vote on a director nominee will in effect count as a vote against
the director nominee. If no instructions are indicated on the proxy, it will be
voted: (i) for the election of the nominees for director named below; and (ii)
in the discretion of the named proxies upon such other matters as may properly
come before the meeting. Abstentions and broker non-votes (i.e., shares are held
by a broker for its customers that are not voted because the broker does not
receive instructions from the customer or because the broker does not have
discretionary voting power with respect to the item under consideration) will be
counted as present for purposes of determining the presence of a quorum.
Abstentions and broker non-votes will have the same effect as vote against a
director nominee, however, as to any other matter which may properly come before
the meeting, abstentions and broker non-votes will not have any effect.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At October 14, 1996, Mrs. Luise V. Hanson owned, of record and beneficially, an
aggregate of 10,763,317 shares (42.4 percent) of the outstanding Common Stock,
owning 4,963,374 (19.6 percent) of record and beneficially, and 5,799,943 (22.9
percent) beneficially, as executor of the Estate of John K. Hanson. By virtue of
her stock ownership, Mrs. Hanson may be deemed to be a controlling person of the
Company. At the same date, Mary Jo Boman, daughter of Mrs. Hanson, owned 251,330
shares (1.0 percent) of Common Stock and her husband, Gerald E. Boman, owned
222,062 shares (0.9 percent) of Common Stock.
The following table contains information with respect to the ownership of Common
Stock by (i) each person known to the Company who is the beneficial owner of
more than five percent of the outstanding Common Stock, (ii) each director,
(iii) each nominee for election as a director (iv) each executive officer listed
in the Summary Compensation Table and (v) the group named below.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
OWNED BENEFICIALLY AT PERCENT OF
NAME OCTOBER 14, 1996(1) COMMON STOCK
- ---- ----------------------- -------------
<S> <C> <C>
Luise V. Hanson 10,763,317(2) 42.4
Edwin F. Barker 72,000(4) (3)
Raymond M. Beebe 69,060(4) (3)
Gerald E. Boman 473,392(2) 1.9
David G. Croonquist 40,000(4) (3)
Jerry N. Currie 0 --
Fred G. Dohrmann 83,928(4) (3)
Keith D. Elwick 16,000(4) (3)
John V. Hanson 530 (3)
Bruce D. Hertzke 47,000(4) (3)
James P. Jaskoviak 1,000(4) (3)
Gerald C. Kitch 0 --
Donald W. Olson 10,000(4) (3)
Joseph M. Shuster 11,000(4) (3)
Frederick M. Zimmerman 10,650(4) (3)
Francis L. Zrostlik 10,000(4) (3)
Directors and officers as a
group (17 persons) 844,560(2) 2.0
</TABLE>
(1) Includes shares held jointly with or by spouse and shares held as
custodian, beneficial ownership of which is disclaimed.
(2) The narrative above provides further information with regard to such
ownership.
(3) Less than one percent.
(4) Includes 61,000, 61,000, 10,000, 83,000, 10,000, 46,000, 1,000, 10,000,
10,000, 10,000, 10,000 and 326,500 shares, respectively, which Mr. Barker,
Mr. Beebe, Mr. Croonquist, Mr. Dohrmann, Mr. Elwick, Mr. Hertzke, Mr.
Jaskoviak, Mr. Olson, Mr. Shuster, Mr. Zimmerman, Mr. Zrostlik and the
directors and officers as a group have the right to acquire within 60 days
of October 14, 1996 through the exercise of stock options.
ELECTION OF DIRECTORS
All current directors, except for David G. Croonquist, Keith D. Elwick and
Donald W. Olson, are standing for reelection. In addition, Jerry N. Currie and
Gerald C. Kitch, nominees for election as directors, are not currently
directors. Each nominee is being elected to serve until the next ensuing annual
meeting and until a successor is elected and qualified. The shares represented
by the enclosed proxy will be voted for the election as directors of the
nominees named below if no direction is made otherwise.
<TABLE>
<CAPTION>
YEAR FIRST
NAME (AGE)(1) PRINCIPAL OCCUPATION BECAME A DIRECTOR
- ------------- -------------------- -----------------
<S> <C> <C>
Gerald E. Boman (61) Retired; former Senior Vice President, 1962
Winnebago Industries, Inc.
Jerry N. Currie (51) President & Chief Executive Officer of both (2)
CURRIES Company, Manufacturer of steel
doors and frames for nonresidential
construction and GRAHAM Manufacturing,
manufacturer of wood doors for nonresidential
construction
Fred G. Dohrmann (64) Chairman of the Board of Directors and 1989
Chief Executive Officer,
Winnebago Industries, Inc.
John V. Hanson (54) Retired; former President and Deputy 1996(3)
Chairman of the Board of Directors of
Winnebago Industries, Inc.
Gerald C. Kitch (58) Executive Vice President, Pentair, Inc., (2)
Diversified manufacturer of tools, equipment
and ammunition
Joseph M. Shuster (64) Chairman, Teltech, National technology 1988
transfer company
Frederick M. Zimmerman (60) Professor of Manufacturing Systems 1992
Engineering at The University of St. Thomas,
St. Paul, Minnesota
Francis L. Zrostlik (62) President, Stellar Industries, Inc., Manufacturer 1993(4)
of hydraulic truck equipment; former President of
Iowa Mold Tooling
(1) Reference is made to "Voting Securities and Principal Holders Thereof."
(2) Not currently a director.
(3) Also served as a director from 1967 to 1979 and from 1985 to 1989.
(4) Also served as a director from 1979 to 1986.
</TABLE>
All of the foregoing have been employed in their principal occupation or other
responsible positions with the same organization for at least the last five
years or are currently retired after having served in responsible positions with
the organization indicated.
John V. Hanson is the brother of Paul D. Hanson, Vice President-Strategic
Planning of the Company, and the brother-in-law of Gerald E. Boman.
Mr. Zimmerman is also a director of HEI, Inc., a designer and manufacturer of
custom microelectronics and light pens.
Discretionary authority is solicited to vote for the election of a substitute
for any of said nominees who, for any reason currently unknown, cannot be a
candidate for election.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board has established Audit, Human Resources and Nominating Committees to
assist it in the discharge of its responsibilities. The principal
responsibilities of each of these committees are described below.
The members of the Audit Committee are Messrs. Croonquist, Elwick and Shuster.
Each year, the committee recommends to the Board the appointment of independent
public accountants to examine the books of the Company. It reviews with
representatives of the independent public accountants the auditing arrangements
and scope of the independent public accountants' examination of the books,
results of those audits, their fees and any problems identified by and
recommendations of the independent public accountants regarding internal
controls. The committee is also prepared to meet privately at any time at the
request of the independent public accountants or members of management to review
any special situation arising on any of the above subjects. The committee met
four times in fiscal 1996.
The Human Resources Committee, consisting of Messrs. Elwick, Zimmerman and
Olson, met six times in fiscal 1996. This committee makes recommendations to the
Board of Directors as to the salary of the Chief Executive Officer (CEO) and
sets the salaries and bonus payments, if any, of all other employee-directors
and elected officers. It also has responsibility for administration of the
Officer Incentive Compensation Plan and certain other employee incentive plans.
The members of the Nominating Committee are Messrs. Boman, Croonquist and
Dohrmann. This committee recommended to the Board the director-nominees proposed
in this Proxy Statement for election by the shareholders. It reviews the
qualifications of, and recommends to the Board, candidates to fill Board
vacancies as they may occur during the year. The Nominating Committee will
consider suggestions from all sources, including shareholders, regarding
possible candidates for director. Such suggestions, together with appropriate
biographical information, should be submitted to the Secretary of the Company.
The committee met once in fiscal 1996.
The Board of Directors of the Company held eight meetings during fiscal 1996.
Actions taken by any committee of the Board are reported to the Board of
Directors, usually at its next meeting. During fiscal 1996, all of the directors
attended more than 75 percent of the aggregate of Board of Directors' meetings
and meetings of committees of the Board on which they served. Each director
(except a director who is an employee of the Company) currently receives a
monthly fee of $1,600.
The Winnebago Industries, Inc. Stock Option Plan for Outside Directors (the
"Outside Directors Option Plan") provides that each director who is not a
current or former full-time employee of the Company or a subsidiary (an "Outside
Director") will receive an option to purchase 10,000 shares of Common Stock.
Pursuant to the Outside Directors Option Plan, each Outside Director as of May
7, 1992 (consisting of Messrs. Croonquist, Elwick and Shuster) automatically
received an option to purchase 10,000 shares of Common Stock at a price of $5.50
per share. In addition, each person who first becomes a member of the Board of
Directors as an Outside Director after May 7, 1992 will automatically receive an
option to purchase 10,000 shares of Common Stock as of the date on which such
person first becomes an Outside Director. Under this provision, Frederick M.
Zimmerman received an option to purchase 10,000 shares of Common Stock on
December 16, 1992 at a price of $9.00 per share, Francis L. Zrostlik received an
option to purchase 10,000 shares of Common Stock on December 15, 1993 at a price
of $8.875 per share and Donald W. Olson received an option to purchase 10,000
shares of Common Stock on December 14, 1994 at a price of $10.00 per share. No
option is exercisable during the first year after the date such option is
granted. Thereafter, the options are exercisable for a period of ten years from
the date each such option is granted. Notwithstanding the foregoing, in the
event of a merger, consolidation, dissolution or liquidation of the Company, the
expiration dates of any outstanding options may be accelerated and the dates on
which outstanding options may be exercised may be accelerated, but the
effectiveness of such acceleration and any exercise of options pursuant thereto
with respect to shares in excess of the number of shares that could have been
exercised in the absence of such acceleration, is conditioned upon, among other
requirements, the consummation of the merger, consolidation, dissolution or
liquidation. The purchase price of options granted under the plan is equal to
100 percent of the fair market value per share of the Common Stock at the time
the option is granted. At August 31, 1996, options for 60,000 shares were
outstanding under the Outside Directors Option Plan and options for 40,000
shares were available for grant thereunder.
EXECUTIVE COMPENSATION
The following table contains certain information with respect to compensation
for services in all capacities paid by the Company and its subsidiaries for the
past three fiscal years, to or on behalf of (i) the Chief Executive Officer of
the Company at August 31, 1996, and (ii) each of the four other most highly
compensated executive officers of the Company serving at August 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1) LONG-TERM COMPENSATION
---------------------- ----------------------
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(2) OPTIONS(3) COMPENSATION ($)(4)
- --------------------------- ---- ---------- ------------ ---------- -------------------
<S> <C> <C> <C> <C> <C>
Fred G. Dohrmann 1996 219,618 252,169 -- 16,760
Chairman and 1995 206,731 53,409 -- 16,702
Chief Executive Officer 1994 200,000 130,000 25,000 16,645
Bruce D. Hertzke 1996 168,846 196,900 -- 18,000
President and Chief 1995 139,808 35,034 -- 3,960
Operating Officer 1994 130,000 70,000 10,000 3,960
Edwin F. Barker 1996 142,692 138,754 -- 15,064
Vice President, Controller and 1995 136,731 35,034 -- 15,064
Chief Financial Officer 1994 130,000 70,000 10,000 15,064
Raymond M. Beebe 1996 142,692 123,754 -- 18,830
Vice President, General 1995 136,731 35,034 -- 18,830
Counsel and Secetary 1994 130,000 70,000 10,000 18,830
James P. Jaskoviak 1996 142,692 123,754 -- 11,000
Vice President, 1995 136,731 35,034 -- 1,484
Sales and Marketing 1994(5) 92,070 35,553 -- --
</TABLE>
(1) No executive officer received personal benefits in excess of the lesser of
10% of cash compensation or $50,000.
(2) The bonus amounts include bonuses paid pursuant to the Company's Officer
Incentive Compensation Plan as well as bonuses paid in the discretion of
the Board of Directors, all as described under the caption "Report of the
Human Resources Committee on Executive Compensation."
(3) The numbers in the table above represent options for the purchase of
shares of the Company's Common Stock granted to the named persons under
the Company's 1987 Nonqualified Stock Option Plan.
(4) Amounts of All Other Compensation are premiums paid by the Company
pursuant to the Company's Executive Split-Dollar Life Insurance Plan. The
Plan provides for preretirement death benefits for the named executives
and certain other executive officers and annual or a lump sum payment upon
retirement at age 65.
(5) Elected Vice President, Sales and Marketing on March 23, 1994.
STOCK OPTIONS
None of the named executive officers received any stock options in fiscal 1996.
AGGREGATED FISCAL YEAR-END OPTION VALUES
The following table provides information related to the number and value of
options held at August 31, 1996 by the named executive officers. Since no
options were exercised by the above-named executives in fiscal 1996, no shares
were acquired or value realized upon the exercise of options by such persons in
the last fiscal year.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED,
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
AUGUST 26, 1996 AUGUST 26, 1996*
--------------------- -----------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Fred G. Dohrmann 83,000 0 $199,750 $0
Bruce D. Hertzke 46,000 0 115,875 0
Edwin F. Barker 61,000 0 142,563 0
Raymond M. Beebe 61,000 0 142,563 0
James P. Jaskoviak 1,000 0 2,438 0
John K. Hanson 0 0 0 0
</TABLE>
* Represents the difference between the aggregate exercise price and $8.125
(the closing price of the Company's Common Stock on August 30, 1995 (August
31, 1996 being a non-business day)).
PENSION PLANS
The Company does not provide pension benefits for its employees, including
executive officers.
REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE THIS PROXY STATEMENT OR FUTURE
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, IN WHOLE OR IN PART, THE
FOLLOWING REPORT AND THE PERFORMANCE GRAPH WHICH FOLLOWS SHALL NOT BE DEEMED TO
BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
The Human Resources Committee of the Board is the compensation committee of
the Company. This Committee reviews and approves compensation plans for all
corporate officers, including salaries, profit sharing awards and stock option
grants.
In designing its compensation programs, the Company follows its belief that
compensation should reflect the value created for shareholders while furthering
the Company's strategic goals. In doing so, the compensation programs reflect
the following goals: the compensation programs reflect the following goals:
* Align the interests of management with those of shareholders;
* Provide fair and competitive compensation;
* Integrate compensation with the Company's business plans;
* Reward both business and individual performance; and
* Attractand retain key executives critical to the success of the Company.
The Company's executive compensation is primarily based on three
components, each of which is intended to help achieve the overall compensation
philosophy; these are base salary, quarterly incentive awards and long-term
incentives.
Base salary levels for the Company's executive officers are set by the
Committee and approved by the Board of Directors. In determining base salary
levels and annual salary adjustments for executive officers, including the Chief
Executive Officer (CEO), the Committee considers market compensation levels in
its peer group in the recreation vehicle industry as well as individual
performance and contributions.
The base salary of the CEO was $219,618 in fiscal 1996 and $206,730 in
fiscal 1995. The CEO participates in the quarterly incentive award program for
officers and other key management personnel described below. The Committee has
not found it practicable to, and has not attempted to, assign relative weights
to the specific factors considered in determining the CEO's compensation.
The Company's officers (including the CEO) and other key management
personnel are eligible for quarterly incentive awards. These awards are based
upon the Company's attainment of a predetermined profit goal for each fiscal
quarter. The profit goals are recommended by management and approved by the
Board of Directors each year at the beginning of the fiscal year. The Committee
believes that this program provides an excellent link between the value created
for shareholders and the incentives paid to the participants. Incentive award
levels are established for each class of participant and are correlated to the
profit goal. The profit goal, for purposes of this plan, is based upon certain
specified operations of the Company less the combined expenses, deductions, and
credits of the Company attributable to such operations. In computing the
incentive compensation profit, no deduction shall be taken or allowance made for
federal or state income taxes, or any expenses associated with retirement plans
or incentive compensation plans. Incentive awards are determined in proportion
to the actual operating profit achieved for each quarter in relation to the
profit goal that was set. If the operating profit achieved is less than 80
percent of the goal set, no bonus is paid and the maximum bonus paid is paid at
120 percent of the profit goal. The maximum bonus payable under this plan during
fiscal 1996 was 70 percent and during fiscal 1995, it was 52 1/2 percent of an
officer's base salary.
Aggregate incentive awards under the plan in fiscal 1996 were 69 percent of
base salary for the officers participating in the program. The CEO received
$152,169 and $53,409 in fiscal 1996 and 1995, respectively, pursuant to this
program. In addition, for fiscal 1996, the CEO was awarded a discretionary bonus
of $100,000 based on the Committee's positive assessment of his performance and
contributions as CEO.
Long-term incentives, provided through grants of stock options to the named
executives and others, are intended to retain and motivate executives to seek to
improve long-term stock market performance. Stock options are granted at the
prevailing market price and will only have value if the Company's stock price
increases. No option is exercisable during the first year after the date such
option is granted. Thereafter, options are exercisable during the period thereof
at such time or times and in such amount or amounts as determined by the
Committee. No option may be exercised more than ten years from the date of its
grant. Executives must be employed by the Company at the time of vesting in
order to exercise options. There were no stock options awarded during fiscal
1996 or fiscal 1995.
Since all options are granted at the current market price, the value of an
option bears a direct relationship to the Company's stock price and is an
effective incentive for executives to create value for shareholders. The
Committee, therefore, views stock options as an important component of its
long-term performance-based compensation philosophy, but does not believe that
granting options every year is necessary to achieve such goals.
No member of the Human Resources Committee is a current or former officer
or employee of the Company or any of its subsidiaries.
Keith D. Elwick Frederick M. Zimmerman Donald W. Olson
Members of the Human Resources Committee
of the Board of Directors
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total shareholder
return (including reinvestment of dividends) of the Company with the cumulative
total return on the Standard & Poor's 500 Index and a peer group1 of companies
over the period indicated. It is assumed in the graph that $100 was invested in
the Company's Common Stock, in the stock of the companies in the Standard
& Poor's 500 Index and in the stocks of the peer group companies on August 30,
1991 and that all dividends received within a quarter were reinvested in that
quarter. In accordance with the guidelines of the SEC, the shareholder return
for each entity in the peer group index have been weighted on the basis of
market capitalization as of each annual measurement date set forth in the graph.
[GRAPH]
Cumulative Total Returns Since 8/30/91
<TABLE>
<CAPTION>
8/30/91 8/28/92 8/27/93 8/26/94 8/25/95 8/30/96
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Winnebago Industries Index $100.00 $131.25 $221.88 $275.00 $212.92 $216.96
S&P 500 100.00 105.23 159.55 192.85 154.14 219.98
Peer Index(1) 100.00 107.93 124.33 131.18 159.29 189.07
</TABLE>
(1) The peer group companies are Coachmen Industries, Inc., Fleetwood
Enterprises, Inc., Thor Industries, Inc. and Winnebago Industries, Inc.
The Company selected Coachmen Industries, Inc., Fleetwood Enterprises,
Inc. and Thor Industries, Inc. on the basis of the similarity of their
business to that of the Company.
CERTAIN TRANSACTIONS WITH MANAGEMENT
The Company maintains normal banking relations on customary terms with
Manufacturers Bank & Trust Company, Forest City and Crystal Lake, Iowa. Mrs.
Luise V. Hanson is a director of the bank and owns approximately 99 percent
(37 percent of record and beneficially and 63 percent beneficially, as
executor of the Estate of John K. Hanson) of its outstanding stock. Mr. John
V. Hanson is also a director of the bank.
The Company currently owns 80 percent and Mrs. Luise V. Hanson currently
owns an aggregate of 20 percent of the outstanding common stock of Cycle-Sat,
Inc. ("Cycle-Sat"), an Iowa corporation, engaged in the distribution of
television and radio commercials using satellite, fiber-optic, and digital
technologies.
At August 31, 1996, the Company was leasing certain facilities, capital
equipment and other items which were acquired by the Company at an approximate
aggregate cost of $1,009,000 to Cycle-Sat under leases with various expiration
dates. Aggregate rentals received by the Company on such leases in fiscal 1996
were $102,000. The Company has also guaranteed Cycle-Sat's obligations under
certain leases which expire on various dates between 1997 and 2006 and under
which remaining lease payments aggregate approximately $3,493,000. The Company
has also guaranteed Cycle-Sat's obligations under a working capital line of
credit agreement. At August 31, 1996 $4,215,000 was outstanding under such
agreement. In fiscal 1996, the Company entered into a loan agreement with
Cycle-Sat pursuant to which the Company agreed to make loans to Cycle-Sat on a
revolving basis up to an aggregate principal amount outstanding at any one time
of $5,000,000. At August 31, 1996, $1,980,000 was outstanding under such loan
agreement.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten percent of the
Company's common stock (collectively "Reporting Persons") to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. Reporting Persons are required by
the SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on its review of the copies of such forms received
or written representations from certain Reporting Persons that no Forms 5 were
required for those persons, the Company believes that, during fiscal year 1996,
all the Reporting Persons complied with all applicable filing requirements.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be included in the Company's Proxy Statement
for the December 1997 Annual Meeting of Shareholders must be received by the
Company at its executive offices no later than July 22, 1997.
GENERAL
Deloitte & Touche LLP has been selected as the Company's accountants for
the current fiscal year upon the recommendation of the Audit Committee. Deloitte
& Touche LLP have been the Company's accountants for eleven years.
Representatives of that firm are expected to be present at the Annual Meeting
with the opportunity to make a statement if they desire to do so and to be
available to respond to appropriate questions.
The cost of this proxy solicitation will be borne by the Company.
Solicitation will be made primarily through the use of the mail, but officers,
directors or regular employees of the Company may solicit proxies personally or
by telephone or telegraph without additional remuneration for such activity. In
addition, the Company will reimburse brokerage houses and other custodians,
nominees or fiduciaries for their reasonable expenses in forwarding proxies and
proxy material to the beneficial owners of such shares.
A copy of the Company's Annual Report for the fiscal year ended August 31,
1996, which includes audited financial statements, has previously been mailed to
you. The financial statements contained therein are not deemed material to the
exercise of prudent judgment in regard to any matter to be acted upon at the
Annual Meeting and, therefore, such financial statements are not incorporated in
this Proxy Statement by reference.
As of the date of the Proxy Statement, management knows of no other matters
to be brought before the Annual Meeting. However, if any other matters should
properly come before the meeting, it is the intention of the persons named in
the enclosed proxy to vote thereon in accordance with their best judgment.
By Order of the Board of Directors
/s/ Raymond M. Beebe
RAYMOND M. BEEBE
SECRETARY
November 18, 1996
[LOGO]
WINNEBAGO
INDUSTRIES, INC
FOREST CITY, IOWA 50436
NOTICE OF
1996
ANNUAL MEETING
OF SHAREHOLDERS
AND PROXY STATEMENT
WINNEBAGO INDUSTRIES, INC. * FOREST CITY, IOWA
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR ANNUAL MEETING ON DECEMBER 18, 1996
The undersigned hereby appoints Gerald E. Boman and Fred G. Dohrmann, or either
one of them, the undersigned's attorneys and proxies, with full power of
substitution, to vote all shares of Common Stock of Winnebago Industries, Inc.
which the undersigned is entitled to vote, as fully as the undersigned could do
if personally present, at the Annual Meeting of Shareholders of said corporation
to be held at Friendship Hall, Highway 69 South, Forest City, Iowa, on the 18th
day of December, 1996, at 7:30 p.m., Central Standard Time, and at any and all
adjournments thereof:
1. ELECTION OF DIRECTORS
FRED G. DOHRMANN, GERALD E. BOMAN, JERRY N. CURRIE, JOHN V. HANSON,
GERALD C. KITCH, JOSEPH M. SHUSTER, FREDERICK M. ZIMMERMAN, AND
FRANCIS L. ZROSTLIK.
(Mark One)
[ ] FOR all nominees listed above
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
[ ] FOR all nominees listed above except________________________________________
2. IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
(continued, and to be signed and dated, on the other side)
(continued from the other side)
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN ITEM 1, AND IN THE DISCRETION
OF THE PROXY HOLDERS ON ALL OTHER MATTERS.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as administrator, attorney, executor,
guardian or trustee, please give full title as such. If a corporation,
authorized officer please sign full corporate name and indicate office held.
Dated _____________________________________, 1996
_________________________________________________
Signature
_________________________________________________
Signature if held jointly or office or title held
PLEASE DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE
IS REQUIRED.
