THOR Industries, Inc. (THO)
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AGM 2021

Dec 17, 2021

Andrew Graves
Chairman of the Board, Thor Industries

Good morning, and welcome to the 2021 Annual Shareholders Meeting of Thor Industries. I'm Andrew Graves, Chairman of the Board of Thor Industries. It's my pleasure, on behalf of the Board of Directors and its officers of Thor Industries, to welcome you today for our 2021 Annual Meeting of Shareholders. We're excited to be hosting our meeting virtually again this year and want to express our appreciation to you for attending. I will preside as chairman of the meeting, and Trevor Gasper, General Counsel and Secretary of Thor, will serve as secretary of the meeting. Copies of our proxy statement and annual report are available on the virtual meeting website, as is the agenda for this meeting. It's now shortly after 9:00 A.M. Eastern Standard Time on December 17th, and this meeting is officially called to order.

Before we move on to official business, I would like to introduce our board of directors. Peter Orthwein, Chairman Emeritus of the board. Christina Hennington, one of our newest members of the board and a member of the Compensation and Development Committee, and a member of the Environmental, Social, Governance, and Nominating Committee. Amelia Huntington, member of our Audit and Compensation and Development Committees. Laurel Hurd, one of our newest board members and a member of the Audit Committee and the Compensation and Development Committee. Wilson Jones, Chairman of our Compensation and Development Committee and a member of our Environmental, Social, Governance, and Nominating Committee. William Kelley, a member of our Audit and Compensation and Development Committees. Christopher Klein, Chairman of our Environmental, Social, Governance, and Nominating Committee and a member of our Compensation and Development Committee. Bob Martin, Thor's Chief Executive Officer and President.

James Ziemer, Chairman of the Audit Committee and member of the Environmental, Social, Governance, and Nominating Committees. All 10 of our directors are standing for election today at this meeting. I would also like to welcome the members of our executive management team who are with us today. Colleen Zuhl, Todd Woelfer, Ken Julian, and Trevor Gasper. Also with us today is Charles Ayd of Broadridge. The board of directors has appointed Charles Ayd to act as our Inspector of Election. Charles has taken the oath of office as Inspector of Election as required by Delaware corporate law. The oath of office will be filed with the minutes of this meeting. I understand that the majority of shareholders have submitted their proxies. The holders of any undelivered proxies may vote at this time via the web portal.

If you have voted by proxy, you do not need to take any further action. I would now like to introduce you to our General Counsel and Secretary, Trevor Gasper. Mr. Gasper, has the notice of this meeting been sent to all shareholders entitled to vote at this meeting?

Trevor Gasper
General Counsel and Secretary, Thor Industries

Yes. I have the sworn affidavit from Broadridge stating that the notice of internet availability of the notice of the meeting and accompanying proxy materials were mailed to shareholders of record on or about November 3, 2021, as of the record date October 18, 2021. A copy of the notice, together with the affidavit, will be filed with the minutes of this meeting. In addition, the list of the shareholders of record who are entitled to vote is present and available for inspection by any shareholder. Mr. Chairman, I have been advised by the Inspector of Election that there are 55,530,915 shares, or more than 86% of Thor's issued and outstanding shares entitled to vote, represented in person or by proxy at today's meeting.

Since we have a majority of Thor's shares represented here today, a quorum is present, the meeting is duly constituted and organized, and the business of the meeting may proceed.

Andrew Graves
Chairman of the Board, Thor Industries

Thank you, Mr. Gasper. The principal business of this meeting is to one, elect 10 directors for terms of one year each. Two, to ratify the appointment of Deloitte & Touche as Thor's independent registered public accounting firm for the fiscal year ending July 31, 2022. Three, to hold an advisory vote to approve the compensation of our named executive officers. Four, to approve an amendment to the Thor Industries' 2016 Equity and Incentive Plan. Five, to transact any other business as may properly come before the meeting. The polls are hereby open for voting at this time. Any shareholder who hasn't voted yet or wishes to change their vote may do so by clicking on the Voting button on their web portal and following the instructions.

Shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. Mr. Gasper, were there any shareholder nominations or proposals for business for this meeting timely filed with the Secretary?

Trevor Gasper
General Counsel and Secretary, Thor Industries

No, Mr. Chairman.

Andrew Graves
Chairman of the Board, Thor Industries

Therefore, I declare the nominations closed, and the official business of this meeting will be limited to the four proposals set forth in the proxy statement. The first proposal we will consider is the election of 10 directors. The board has nominated Andrew Graves, Christina Hennington, Amelia Huntington, Laurel Hurd, Wilson Jones, William Kelley, Christopher Klein, Robert Martin, Peter Orthwein, and James Ziemer to serve a one-year term as directors, which terms will expire at the 2022 Annual Meeting of Shareholders. Additional information concerning their background and recent experience is set forth in the proxy statement. Is there any discussion with respect to the nominations for director?

Trevor Gasper
General Counsel and Secretary, Thor Industries

Mr. Chairman, there are no comments or additional discussion on this item.

Andrew Graves
Chairman of the Board, Thor Industries

The second item of business we will consider is the ratification and appointment by Thor Industries' Audit Committee of Deloitte & Touche LLP, independent registered public accounting firm, for the fiscal year ending July 31, 2022. Representatives of Deloitte & Touche, including the lead engagement partner, Rich Caporelli and Matt Barr, are present and available to answer appropriate questions. Is there any discussion with respect to the ratification of Deloitte & Touche as the company's independent auditor?

Trevor Gasper
General Counsel and Secretary, Thor Industries

Mr. Chairman, there are no comments or additional discussion on this item.

Andrew Graves
Chairman of the Board, Thor Industries

We'll move to the third proposal. The third item of business we will consider is the advisory vote to approve the compensation of our Named Executive Officers. This vote is an advisory vote and is not binding on the company or the Board of Directors. Information concerning the background of this advisory vote is contained in the Proxy Statement. Is there any discussion with respect to the advisory vote to approve the compensation of our Named Executive Officers?

Trevor Gasper
General Counsel and Secretary, Thor Industries

Mr. Chairman, there are no comments or additional discussion on this item.

Andrew Graves
Chairman of the Board, Thor Industries

The fourth item of business we will consider is the approval of an amendment to the Thor Industries 2016 Equity and Incentive Plan. Information concerning the background of this proposal is contained in the proxy statement. Is there any discussion with respect to the advisory vote to approve the amendment to the Thor Industries 2016 Equity and Incentive Plan?

Trevor Gasper
General Counsel and Secretary, Thor Industries

Mr. Chairman, there are no comments or additional discussion on this item.

Andrew Graves
Chairman of the Board, Thor Industries

I believe that concludes consideration of these matters. I now call for a vote on the election of 10 directors, the ratification of the appointment of Deloitte & Touche as Thor Industries' independent registered accounting firm, the non-binding re-approval of an amendment to Thor Industries 2016 Equity and Incentive Plan. If you have already voted, there's no need for you to recast your vote. If you have not voted yet, please do so now on the web portal. While you're voting, Bob Martin will provide an overview of the year. Bob.

Bob Martin
CEO and President, Thor Industries

Thank you, Andy. This last year has been an incredible year for all of the Thor companies and the RV industry worldwide. Right after our annual meeting last year, the Tiffin Family brand, the company as well known as Airstream and Jayco, with the long family tradition, and we look to building that to be an even larger brand in years to come. The year overall was an amazing year for all of the companies from Airstream, Keystone, Jayco, as well as our European brands, the Erwin Hymer Group companies. We've all enjoyed a younger, more diverse buying group coming into the industry, which simply bodes well for the long term of the RV industry and Thor Industries as well.

This year, we also added two key new board members, expanding our board to 10, but with great additions of Laurel Hurd and Christina Hennington to really help. We had many challenges from COVID, supply chain, chassis availability. With all these things, we see relief coming in the latter half of next year. We've done a great job. Our teams have done a great job in fighting through all of these challenges and producing record numbers for our dealers. Towards the end of this year, we had an additional acquisition. Airxcel, one of the industry's largest suppliers, brings us into the realm of supplying air conditioners, awnings, heating equipment, cooking equipment, and roofing materials.

This will also, in the future, give us a great path to the aftermarket, which, here today we are not in. With all this, it's been a very busy year, and our companies have performed well. Adding two acquisitions and two board members has made it a very full year for all of Thor Industries.

Andrew Graves
Chairman of the Board, Thor Industries

Thank you, Bob. The polls for voting on the matters before this meeting are hereby closed. While the votes are being tabulated and the inspector of election provides us, our preliminary voting results, we will take questions from shareholders. Please feel free to submit your questions in writing through the portal.

Trevor Gasper
General Counsel and Secretary, Thor Industries

Mr. Chairman, there are no comments or questions.

Andrew Graves
Chairman of the Board, Thor Industries

There being no further comments or questions, that concludes the question and answer session.

Trevor Gasper
General Counsel and Secretary, Thor Industries

Mr. Chairman, the inspector of election reports that the preliminary voting results indicate that Mr. Graves, Ms. Hennington, Ms. Huntington, Ms. Hurd, Mr. Jones, Mr. Kelley, Mr. Klein, Mr. Martin, Mr. Orthwein, and Mr. Ziemer have each received a majority of votes for election as directors.

Andrew Graves
Chairman of the Board, Thor Industries

I declare that Mr. Graves, Ms. Huntington, Ms. Hennington, Ms. Hurd, Mr. Jones, Mr. Kelley, Mr. Klein, Mr. Martin, Mr. Orthwein, and Mr. Ziemer to be duly elected directors of Thor Industries to serve for the term expiring on the date of the Thor Industries 2022 Annual Meeting and until their respective successor has been elected and qualified.

Trevor Gasper
General Counsel and Secretary, Thor Industries

Mr. Chairman, the Inspector of Election further reports that the preliminary vote totals reveal that a majority of the shares present at the meeting in person or by proxy voted in favor of the ratification of the Audit Committee's appointment of Deloitte & Touche to act as Thor Industries' independent registered accounting firm for the fiscal year ending July 31, 2022.

Andrew Graves
Chairman of the Board, Thor Industries

Accordingly, I declare the ratification of the appointment of Deloitte & Touche as Thor Industries' independent registered accounting firm for the fiscal year ending July 31, 2022, has been approved by the shareholders.

Trevor Gasper
General Counsel and Secretary, Thor Industries

Mr. Chairman, the Inspector of Election further reports that the preliminary vote totals indicate that a majority of the shares present at the meeting voted in favor of the non-binding resolution approving the compensation of our named executive officers.

Andrew Graves
Chairman of the Board, Thor Industries

Accordingly, I declare that the non-binding resolution approving the compensation of our named executive officers has been approved by the shareholders.

Trevor Gasper
General Counsel and Secretary, Thor Industries

Mr. Chairman, the Inspector of Election further reports that the preliminary vote totals indicate that a majority of the shares present at the meeting voted in favor of the amendment to the Thor Industries.

Andrew Graves
Chairman of the Board, Thor Industries

Accordingly, I declare that plan has been approved by the shareholders. Upon conclusion of the final tabulation over the next couple of days, the Inspector of Election will furnish the Secretary a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of the meeting and reported in a Form 8-K to be filed with the Securities and Exchange Commission. Since there is nothing further to come before this annual meeting, I will entertain a shareholder motion for adjournment.

Speaker 4

I move that the meeting be adjourned.

Andrew Graves
Chairman of the Board, Thor Industries

Is there a second for that motion?

Speaker 5

I second the motion.

Andrew Graves
Chairman of the Board, Thor Industries

You've heard the motion to adjourn the meeting. All in favor say "aye.

Speaker 5

Aye.

Speaker 4

Aye.

Trevor Gasper
General Counsel and Secretary, Thor Industries

Aye.

Andrew Graves
Chairman of the Board, Thor Industries

All opposed, "No." The motion is carried, and the meeting is adjourned. I wanna thank all of you for attending today's annual meeting virtually and for the interest you have shown in the affairs of your company. Have a good day.

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