Winnebago plans board nominee, board declassification vote

Winnebago Industries, Inc. (NYSE: WGO) announced its intention to nominate Jay L. Johnson to its board of directors at the company's 2026 Annual Meeting of Shareholders, expected to be held in December.

Johnson has served as Executive Vice President, Chief Financial Officer and Treasurer of Lamar Advertising Company since October 2019. He previously held CFO roles at DiamondRock Hospitality Company and senior treasury positions at Host Hotels & Resorts, along with leadership roles at KeyBank Real Estate Capital and Bank of America. He currently serves as a director at SBA Communications Corp. and is a former director at Newell Brands, Inc. Johnson holds an MBA from Harvard Business School and an undergraduate degree from Morehouse College.

The nomination comes in connection with a cooperation agreement Winnebago entered into with Vision One Fund, LP. Under the agreement, Vision One agreed to customary standstill, voting and other provisions. A copy of the agreement will be filed with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.

Winnebago also announced that its board has committed to submitting proposals at the 2026 Annual Meeting to seek shareholder approval for amendments to the company's Articles of Incorporation and Bylaws that would phase out its classified board structure over a three-year period, beginning with the 2027 Annual Meeting of Shareholders.

John Murabito, Independent Chairman of Winnebago's board, said in a statement that Johnson's "expertise in financial management, capital allocation and capital markets will complement the skills and experience of our existing directors."

The board's formal recommendations on the director election and the proposed governance amendments will be included in the company's definitive proxy statement for the 2026 Annual Meeting. Goldman Sachs & Co. LLC is serving as financial advisor to Winnebago, and Sidley Austin LLP is serving as legal advisor.

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