Winnebago Industries, Inc. Form 8-K dated October 17, 2005
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)
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October 12, 2005
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Winnebago Industries, Inc.
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(Exact Name of Registrant as Specified in its Charter) |
Iowa
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001-06403
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42-0802678
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
P.O. Box 152, Forest City, Iowa
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50436
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(Address of principal executive offices) |
(Zip Code) |
Registrants telephone number, including area code
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641-585-3535
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(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 (see General Instruction A.2.
below):
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry
into a Material Definitive Agreement.
The Human Resources Committee of the
Board of Directors of Winnebago Industries, Inc. (Winnebago)
recommended, and on October 12, 2005 the full Board of Directors approved, effective
January 1, 2006, a four percent (4%) increase in the base salary of each of
Mr. Bruce D. Hertzke and Mr. Edwin F. Barker, such that effective
January 1, 2006, Mr. Hertzkes base salary will be $523,615 and
Mr. Barkers base salary will be $364,000.
Winnebago from time to time makes
stock option awards to its directors and employees pursuant to the shareholder approved
Winnebago Industries, Inc. 2004 Incentive Compensation Plan (the Plan).
Winnebago filed a copy of the Plan with the Securities and Exchange Commission as
Appendix B to Winnebagos Proxy Statement filed on November 21, 2003.
The Human Resources Committee of the
Board of Directors of Winnebago recommended the grant of, and on October 12, 2005 the
full Board of Directors of Winnebago granted, options to purchase Winnebagos Common
Stock under the Plan to the following named executive officers, in the following amounts,
at an exercise price of $26.93 per share. The options become exercisable in annual
increments of one-third commencing October 12, 2006 and expire 10 years from the
date of grant, unless terminated earlier in accordance with the applicable agreement.
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Bruce
D. Hertzke (Chairman of the Board and Chief Executive Officer) Options for 50,000
shares (3,713 Incentive Stock Options and 46,287 Non-Qualified Stock Options) |
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Edwin
F. Barker (President and Chief Financial Officer) Options for 25,000 shares (3,713
Incentive Stock Options and 21,287 Non-Qualified Stock Options) |
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Raymond
M. Beebe (Vice President General Counsel and Secretary) Options for 12,500 shares
(3,713 Incentive Stock Options and 8,787 Non-Qualified Stock Options) |
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Robert
L. Gossett (Vice President Administration) Options for 12,500 shares (3,713 Incentive
Stock Options and 8,787 Non-Qualified Stock Options) |
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Roger
W. Martin (Vice President Sales and Marketing) Options for 12,500 shares (3,713
Incentive Stock Options and 8,787 Non-Qualified Stock Options) |
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William
J. OLeary (Vice President Product Development) Options for 12,500
shares (3,713 Incentive Stock Options and 8,787 Non-Qualified Stock Options) |
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Robert
J. Olson (Vice President Manufacturing) Options for 12,500 shares (3,713
Incentive Stock Options and 8,787 Non-Qualified Stock Options) |
These grants were made pursuant to
the forms of master Incentive Stock Option Agreement and master Non-Qualified Stock Option
Agreement to be entered into between Winnebago and participants under the Plan for grants
of incentive stock options and non-qualified stock options, respectively, filed on
Exhibits 10.1 and 10.2 to Winnebagos Current Report on Form 8-K dated
October 13, 2004.
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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.
Date: October 17, 2005 |
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WINNEBAGO INDUSTRIES, INC. |
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By: /s/ Bruce D. Hertzke | |
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Name: Bruce D. Hertzke | |
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Title: Chief Executive Officer | |
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