Shareholder Vote

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) December 11, 2018       Winnebago Industries, Inc. (Exact Name of Registrant as Specified in its Charter) Iowa 001-06403 42-0802678 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)       P.O. Box 152, Forest City, Iowa   50436 (Address of Principal Executive Offices)   (Zip Code)   Registrant's telephone number, including area code   641-585-3535   ______________________________________________________________________ (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))  Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( § 230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 ( § 240.12b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o   1 Item 5.07 Submission of Matters to a Vote of Security Holders. Winnebago Industries, Inc. ("the Company") held its annual meeting of shareholders (the “Annual Meeting”) on December 11, 2018. At the Annual Meeting, the Company's shareholders were asked to vote on the following proposals: (1) the election of three Class I directors, (2) the advisory approval of executive compensation, (3) the approval of the Winnebago Industries, Inc. 2019 Omnibus Incentive Plan, and (4) the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accountant for the fiscal year ending August 31, 2019. The results of the shareholder vote are set forth below. Item 1 - Election of Directors. Company shareholders elected the following nominees: Maria F. Blase, Christopher J. Braun, and David W. Miles as Class I directors to hold office until the annual meeting of shareholders to be held following the Company's Fiscal 2021 or until their respective successors are duly elected and qualified. Information as to the vote on each director standing for election is provided below: Name   Votes For   Votes Withheld   Broker Non-Votes Maria F. Blase   22,124,919   368,443   5,009,191 Christopher J. Braun   21,933,752   559,610   5,009,191 David W. Miles   22,227,840   265,522   5,009,191 Item 2 - Advisory Approval Vote on Executive Compensation (the “Say on Pay” Vote). Company shareholders approved, on an advisory basis, the compensation of certain executives as disclosed in the Compensation Discussion and Analysis, the compensation tables, and other narrative executive compensation disclosures in the definitive proxy statement relating to the Annual Meeting, as set forth below: Votes For   Votes Against   Abstentions   Broker Non-Votes 22,123,253   307,954   62,155   5,009,191 Item 3 - Approval Vote on the Winnebago Industries, Inc. 2019 Omnibus Incentive Plan. Company shareholders approved the Winnebago Industries, Inc. 2019 Omnibus Incentive Plan as disclosed in the Appendix A in the definitive proxy statement relating to the Annual Meeting, as set forth below: Votes For   Votes Against   Abstentions   Broker Non-Votes 21,689,468   754,137   49,757   5,009,191 Item 4 - Ratification of the Appointment of Independent Registered Public Accountants for the Fiscal Year Ending August 31, 2019. Company shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending August 31, 2019, as set forth below: Votes For   Votes Against   Abstentions 27,249,192   188,829   64,532 2 SIGNATURE   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.       WINNEBAGO INDUSTRIES, INC.         Date: December 13, 2018 By: /s/ Stacy Bogart     Name: Stacy Bogart     Title: Vice President, General Counsel and Corporate Secretary 3