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): November 10, 2009
Thor Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-9235
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93-0768752 |
(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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419 West Pike Street,
Jackson Center, Ohio
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45334-0629 |
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(Zip Code) |
Registrant’s telephone number, including area code: (937) 596-6849
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:
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))
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| Item 5.01. |
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Changes in Control of Registrant. |
The disclosure set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by
reference herein.
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 10, 2009, Thor Industries, Inc. (the “Company”) issued a press release announcing
that Wade F. B. Thompson is ill and has relinquished his duties as Chairman of the Board, President
and Chief Executive Officer of the Company and also announcing the management changes described
below. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
In accordance with the Company’s Guidelines on Corporate Governance Issues, effective November
10, 2009, Peter B. Orthwein, a co-founder of the Company who presently serves as Vice Chairman,
Treasurer and a Director of the Company, was appointed by the Board of Directors to the office of
interim Chairman of the Board, President and Chief Executive Officer of the Company. Mr. Orthwein,
age 64, has served as Treasurer and a Director of the Company since its founding in 1980 and as
Vice Chairman since 1986.
Mr. Orthwein did not enter into any agreements or understandings with the Company related to
his new position as interim Chairman of the Board, President and Chief Executive Officer of the
Company. He also has no family relationships with any of the directors or executive officers of
the Company. Since the beginning of the Company’s last fiscal year, Mr. Orthwein has had no direct
or indirect material interest in any transaction (excluding employment) or any proposed transaction
involving the Company worth more than $120,000, except as previously disclosed under the caption
“Certain Relationships and Transactions with Management” in the Company’s Proxy Statement on
Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2009.
The Company’s Proxy Statement may be accessed through the SEC’s website at www.sec.gov.
Mr. Thompson beneficially owns 15,753,470 shares (the “Shares”) of the Company’s Common Stock,
par value $0.10 per share (“Common Stock”), which represents 28.4% of the issued and outstanding
shares of Common Stock. Mr. Thompson’s wife Angela E. Thompson has voting and dispositive power
over the Shares pursuant to a durable power of attorney.