Winnebago Industries, Inc. has entered into a cooperation agreement with Vision One Fund, LP and its affiliates, as disclosed in a Current Report on Form 8-K filed with the SEC on October 22, 2026. Under the terms of the agreement, the Company has agreed to nominate Jay L. Johnson as an independent Class III director for election at the Company’s 2026 Annual Meeting of Shareholders. Mr. Johnson’s term would expire at the 2029 Annual Meeting. The Company has also agreed to appoint Mr. Johnson to the Board’s Audit and Finance Committee following his election.
The agreement outlines several governance changes. The Board has agreed to submit proposals to shareholders at the 2026 Annual Meeting seeking approval to amend the Company’s Articles of Incorporation and Bylaws. These amendments are intended to phase out the classified Board structure over a three-year period. Under the proposed changes, directors elected at the 2027 Annual Meeting and subsequent meetings would serve one-year terms, with all directors standing for annual election beginning at the 2029 Annual Meeting.
Additionally, the Company has agreed to rename the Board’s Audit Committee to the “Audit and Finance Committee” and amend its charter to provide clarity regarding oversight of the Company’s capital structure, investments, uses of cash, and capital allocation. The size of the Board is restricted to not exceed ten directors from the conclusion of the 2026 Annual Meeting until the termination of the Cooperation Agreement.
According to the filing, Vision One has irrevocably withdrawn its notice of shareholder proposals and director nominations dated September 15, 2026, and has agreed to cease all solicitation activities in respect of the 2026 Annual Meeting. The Cooperation Agreement will terminate on the earlier of 30 calendar days prior to the deadline for submitting shareholder nominations for the 2027 Annual Meeting or 120 calendar days prior to the one-year anniversary of the 2026 Annual Meeting.
