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THO > SEC Filings for THO > Form 8-K on 19-Aug-2014All Recent SEC Filings

Show all filings for THOR INDUSTRIES INC

Form 8-K for THOR INDUSTRIES INC


19-Aug-2014

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(e) On August 18, 2014, the Compensation and Development Committee (the "Compensation Committee") of the Board of Directors of Thor Industries, Inc. (the "Company") approved the following awards and compensation for the following executive officers for the Company's fiscal year ending July 31, 2015 (the "2015 Fiscal Year"):

Peter B. Orthwein

Mr. Orthwein's base salary and Performance Compensation Awards under the Thor Industries, Inc. 2010 Equity and Incentive Plan (the "2010 Plan") for the 2015 Fiscal Year remain unchanged from those disclosed in the Company's Proxy Statement on Form Def 14A filed on November 4, 2013.

Robert W. Martin

Mr. Martin's base salary and Performance Compensation Awards under the 2010 Plan for the 2015 Fiscal Year remain unchanged from those disclosed in the Company's Proxy Statement on Form Def 14A filed on November 4, 2013.

W. Todd Woelfer

Mr. Woelfer's base salary for the Company's 2015 Fiscal Year remains unchanged at $500,000. Mr. Woelfer was also granted Performance Compensation Awards under the 2010 Plan, payable in cash with respect to each fiscal quarter of the Company's 2015 Fiscal Year in accordance with the 2010 Plan, equal to 0.15% of the Company's net income before tax (excluding any impairment charges) for each fiscal quarter during the Company's 2015 Fiscal Year. Mr. Woelfer was also granted a Performance Compensation Award under the 2010 Plan, payable in restricted stock units following the end of the 2015 Fiscal Year, equal to 0.15% of the net income before tax of the Company (excluding any impairment charges) for the 2015 Fiscal Year. The settlement date for this award will be the first trading day following the date the Company opens a trading window under the Company's trading policy for corporate insiders (the "Company Trading Policy") following the 2015 Fiscal Year, and the number of shares issued will be based upon the New York Stock Exchange (the "NYSE") closing price of the Company's common stock on such date. The restricted stock units granted pursuant to such award will vest in equal installments on the first, second, and third anniversaries of the settlement date. The receipt of the foregoing Performance Compensation Awards is contingent on Mr. Woelfer being employed with the Company at the time of payment and certification by the Compensation Committee that the applicable performance goal has been achieved. The amount of such awards is subject to downward adjustment and other limitations in accordance with the terms of the 2010 Plan. In an effort to more closely align Mr. Woelfer's compensation package with the Company's philosophy of performance-based pay, Mr. Woelfer's compensation package has transitioned from a base salary and discretionary bonus to the base salary and Performance Compensation Awards outlined above. As with all of the executive officers, the Company reserves the right to award discretionary bonuses on a case-by-case basis.

Colleen A. Zuhl

Ms. Zuhl's base salary for the Company's 2015 Fiscal Year remains unchanged at $500,000. Ms. Zuhl was also granted Performance Compensation Awards under the 2010 Plan, payable in cash with respect to each fiscal quarter of the Company's 2015 Fiscal Year in accordance with the 2010 Plan, equal to 0.15% of the Company's net income before tax (excluding any impairment charges) for each fiscal quarter during the Company's 2015 Fiscal Year. Ms. Zuhl was also granted a Performance Compensation Award under the 2010 Plan, payable in restricted stock units following the end of the 2015 Fiscal Year, equal to 0.15% of the net income before tax of the Company (excluding any impairment charges) for the 2015 Fiscal Year. The settlement date for this award will be the first trading day following the date the Company opens a trading window under the Company's Trading Policy following the 2015 Fiscal Year, and the number of shares issued will be based upon the NYSE closing price of the Company's common stock on such date. The restricted stock units granted pursuant to such award will vest in equal installments on the first, second, and third anniversaries of the settlement date. The receipt of the foregoing Performance Compensation Awards is contingent on Ms. Zuhl being employed with the Company at the time of payment and certification by the Compensation Committee that the applicable performance goal has been achieved. The amount of such awards is subject to downward adjustment and other limitations in accordance with the terms of the 2010 Plan. In an effort to more closely align Ms. Zuhl's compensation package with the Company's philosophy of performance-based pay, Ms. Zuhl's compensation package has transitioned from a base salary and discretionary bonus to the base salary and Performance Compensation Awards outlined above. As with all of the executive officers, the Company reserves the right to award discretionary bonuses on a case-by-case basis.

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