Current Report Filing (8-k)
July 29 2019 - 3:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8–K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported
):
July 23, 2019
Thor Industries,
Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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1-9235
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93-0768752
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(State or Other Jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.)
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601 East Beardsley Avenue,
Elkhart, Indiana
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46514-3305
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(574) 970-7460
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Ticker symbol(s)
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Name of each exchange on which registered
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Common stock (Par value $.10 Per Share)
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THO
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New York Stock Exchange
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Item 7.01
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Regulation FD Disclosure.
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As previously disclosed,
as part of Thor Industries, Inc.’s (the “Company”) succession plan, Peter B. Orthwein will retire from his position
as Executive Chairman of the Company, effective as of the Company’s fiscal year-end on July 31, 2019. On July 23, 2019 the
Board of Directors (the “Board”), in consultation with the Company’s Nominating and Corporate Governance Committee,
elected Andrew Graves as Non-Executive Chairman of the Board, his election to be effective as of August 1, 2019. Mr. Graves has
been a director of the Company since 2010. Coincident with Mr. Graves’ election, as of August 1, 2019, (i) Jan Suwinski will
step down as independent lead director of the Company and the Board will eliminate that position and (ii) effective October 1,
2019, Wilson Jones will succeed Mr. Graves as Chairman of the Compensation and Development Committee.
On July 29, 2019,
the Company issued a press release announcing the above described leadership changes. The information furnished under Item 7.01
of this Current Report on Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Thor Industries, Inc.
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Date:
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July 29, 2019
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By:
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/s/ W. Todd Woelfer
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Name:
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W. Todd Woelfer
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Title:
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Senior Vice President, General
Counsel and Secretary
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