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

On November 1, 2020, the Board of Directors (the "Board") of Thor Industries, Inc. (the "Company") elected William J. Kelley Jr. as a director of the Company and as a member of the Compensation and Development Committee and the Audit Committee of the Board. Mr. Kelley, who currently serves as Executive Vice President and Chief Financial Officer of TreeHouse Foods, Inc., will hold office until the 2020 annual meeting of shareholders and until his successor is elected and qualified.

Mr. Kelley will participate in the Company's compensation arrangements for independent non-employee directors of the Company, as further described in the Company's Proxy Statement under "Director Compensation." This compensation generally consists of an annual cash retainer of $170,000, payable quarterly, reimbursement of relevant expenses and an annual award of restricted stock units, which vest on the first anniversary of the date of grant. The Company will indemnify Mr. Kelley from liability related to his service to the same extent as its other non-employee directors.

The Company is unaware of any arrangements or understandings between Mr. Kelley and any other person pursuant to which he was elected as a director of the Company and he has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the Company's press release announcing the election of Mr. Kelley is attached as Exhibit 99.1 hereto and incorporated herein by reference.




Item 9.01     Financial Statements and Exhibits



(d)  Exhibits

Exhibit Number

99.1                   Press release, dated November 2, 2020, issued by the Company
104                  Cover Page Interactive Date File (embedded within the Inline XBRL
                     document).

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