Thor Shareholders Vote to Approve Company Initiatives to Improve Corporate Governance and Board Diversity
December 17 2018 - 6:45AM
Business Wire
Thor Industries, Inc. (NYSE:THO) today announced that
shareholders approved a number of corporate governance enhancements
at the annual meeting of shareholders held on December 14, 2018.
Shareholders voted to elect Amelia A. Huntington to the Board of
Directors, marking the first female director elected to the Board
by the shareholders, which followed her appointment in October. In
addition, shareholders approved a proposal to declassify the Board
of Directors such that each member of the Board will stand for
election each year beginning with the 2019 Annual Meeting.
“We are pleased with the continued progress we have made in
improving Thor’s corporate governance and enhancing the diversity
of our Board,” commented Peter B. Orthwein, Thor’s Executive
Chairman. “Despite her recent tenure, Amy has been a solid addition
to our Board of Directors, offering different perspectives that
enhance our business and our approach to managing our Company. In
addition, the move to declassify our Board will help to enhance our
overall governance and alignment of our Board members to our
shareholders, which is a long-term goal of our Board.”
At the meeting, 91.2% of the eligible votes were cast in person
or by proxy for the election of three directors, the ratification
of Thor’s Independent Registered Public Accounting Firm, the
advisory vote on executive compensation, and the vote on
declassification of the Board of Directors. Based on the votes
cast, all of the directors up for election were elected and all of
the proposals passed.
On Proposal 1, approximately 88.5% of votes cast were for the
election of Andrew Graves as director, approximately 89.3% of votes
cast were for the election of Amelia A. Huntington as director, and
approximately 88.8% of votes cast were for the election of
Christopher Klein as director. On Proposal 2, the ratification of
Deloitte & Touche LLP as Thor’s Independent Registered Public
Accounting Firm, approximately 98.5% of votes cast were for the
proposal. On Proposal 3, the advisory vote to approve the
compensation of Thor’s named executive officers, approximately
80.0% of votes cast were for the proposal. On Proposal 4, the vote
on declassification of the Board of Directors, approximately 89.9%
of votes cast were for the proposal.
About Thor Industries, Inc.Thor is the sole owner of
operating subsidiaries that, combined, represent the world’s
largest manufacturer of recreational vehicles. For more information
on the Company and its products, please go to
www.thorindustries.com.
Forward Looking StatementsThis release includes certain
statements that are “forward looking” statements within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. These forward looking statements are made based on
management’s current expectations and beliefs regarding future and
anticipated developments and their effects upon Thor, and
inherently involve uncertainties and risks. These forward looking
statements are not a guarantee of future performance. We cannot
assure you that actual results will not differ materially from our
expectations. Factors which could cause materially different
results include, among others, raw material and commodity price
fluctuations; raw material, commodity or chassis supply
restrictions; the impact of tariffs on material or other input
costs; the level and magnitude of warranty claims incurred;
legislative, regulatory and tax law and/or policy developments
including their potential impact on our dealers and their retail
customers or on our suppliers; the costs of compliance with
governmental regulation; legal and compliance issues including
those that may arise in conjunction with recently completed or
announced transactions; lower consumer confidence and the level of
discretionary consumer spending; interest rate fluctuations; the
potential impact of interest rate fluctuations on the general
economy and specifically on our dealers and consumers; restrictive
lending practices; management changes; the success of new and
existing products and services; consumer preferences; the ability
to efficiently utilize production facilities; the pace of
acquisitions and the successful closing, integration and financial
impact thereof; the potential loss of existing customers of
acquisitions; our ability to retain key management personnel of
acquired companies; a shortage of necessary personnel for
production; the loss or reduction of sales to key dealers;
disruption of the delivery of units to dealers; increasing costs
for freight and transportation; asset impairment charges; cost
structure changes; competition; the impact of potential losses
under repurchase agreements; the potential impact of the strength
of the U.S. dollar on international demand; general economic,
market and political conditions; and changes to investment and
capital allocation strategies or other facets of our strategic
plan. Additional risks and uncertainties surrounding the
acquisition of Erwin Hymer Group SE (the "Erwin Hymer Group")
include risks regarding the anticipated timing of the closing of
the acquisition, the potential benefits of the proposed acquisition
and the anticipated operating synergies, the satisfaction of the
conditions to closing the acquisition in the anticipated timeframe
or at all, the integration of the business, changes in Euro-U.S.
dollar exchange rates that could impact the mark-to-market value of
outstanding derivative instruments, the impact of exchange rate
fluctuations and unknown or understated liabilities related to the
acquisition and Erwin Hymer Group's business. These and other risks
and uncertainties are discussed more fully in Item 1A of our Annual
Report on Form 10-K for the year ended July 31, 2018 and Part II,
Item 1A of our quarterly report on Form 10-Q for the period ended
October 31, 2018.
We disclaim any obligation or undertaking to disseminate any
updates or revisions to any forward looking statements contained in
this release or to reflect any change in our expectations after the
date hereof or any change in events, conditions or circumstances on
which any statement is based, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20181217005198/en/
Mark TrinskeVice President of Investor Relations(574)
970-7912mtrinske@thorindustries.com
Thor Industries (NYSE:THO)
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