Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 25, 2022, THOR Industries, Inc. (the "Company") announced the
departure, effective April 29, 2022, of Josef Hjelmaker, who has served as the
company's Chief Innovation Officer since September of 2020. On March 23, 2022,
Mr. Hjelmaker entered into a Separation Agreement and Release with the Company
(the "Separation Agreement") in connection with his departure. The Separation
Agreement provides for a lump-sum cash severance payment to Mr. Hjelmaker of
$316,667 and the vesting, in September and October of 2022, of certain equity
awards totaling 3,318 shares that would otherwise have been forfeited upon Mr.
Hjelmaker's separation from the Company. The Separation Agreement also includes
a release of claims made by Mr. Hjelmaker in favor of the Company and its
officers, directors, employees, subsidiaries, affiliates, successors and assigns
and certain confidentiality and non-disparagement covenants made by Mr.
Hjelmaker. In addition, Mr. Hjelmaker agreed to certain non-interference,
non-competition and customer and employee non-solicitation covenants that will
apply for a period of one year following the effective date of his separation
from the Company.
The foregoing description of the Separation Agreement is not complete and is
qualified in its entirety by reference to the full text of the Separation
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K.
Item 7.01. Regulation FD Disclosure.
On March 25, 2022, the Company issued a press release announcing the departure
of Mr. Hjelmaker and the hiring of McKay Featherstone as Senior Vice President
of Global Innovation. A copy of that press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The information in this Item 7.01, including the press release attached hereto
as Exhibit 99.1, is being furnished under Item 7.01 of Form 8-K and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, and it shall not be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
10.1 Separation Agreement and Release, dated March 23, 2022
99.1 Press release, dated March 25, 2022, issued by the
Company
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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