Winnebago Industries 2026年股东年会委托书披露经营、薪酬及治理提案

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PRELIMINARY PROXY STATEMENT DATED OCTOBER 23, 2026 – SUBJECT TO COMPLETION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Fiscal 2026 was a year of disciplined execution for Winnebago Industries. In a cautious retail environment, we focused on what we could control: strengthening products, aligning production with demand, reducing costs, generating cash and preserving balance sheet flexibility. We also prioritized channel health over near-term volume that could compromise quality, while advancing portfolio actions that improved flexibility and positioned us well for Fiscal 2027.

Product innovation remained central to our strategy. Across our brands, we introduced new offerings that broaden our reach by consumer need, price point and use case while reinforcing the quality and experience associated with Winnebago Industries. These launches, including the Winnebago Elora/Resa, ARKA off-grid adventure truck, Grand Design Lineage Series E motorhome and Foundation destination trailer, strengthen our portfolio and should contribute more as distribution expands and awareness grows.

Our Motorhome RV segment improved in Fiscal 2026, as Winnebago advanced its turnaround, Grand Design Motorized expanded its presence and Newmar remained strong in key categories. Together, these efforts helped return the segment to full-year profitability after an operating loss in Fiscal 2025. In Towable RV, Winnebago towables gained market traction with new and refreshed products, while Grand Design expanded into destination trailers and refreshed key models with floorplans tailored to specific customer use cases. In Marine, Barletta continued gaining share in the U.S. aluminum pontoon market, while Chris-Craft advanced its product refresh, including the reimagined Launch 27.

We also streamlined our manufacturing network to reduce complexity and improve capacity utilization. During the fourth quarter, we announced plans to relocate Winnebago towables production to Grand Design’s Middlebury, Indiana campus, consolidate select Grand Design lines and align Winnebago B-Van production with our core motorhome operations in Forest City, Iowa. These actions are expected to improve coordination across the portfolio, with benefits building through Fiscal 2027 and into Fiscal 2028.

We strengthened our financial position in Fiscal 2026 by redeeming $100 million of senior secured notes, renewing and extending our $350 million revolving credit facility through 2031 and increasing the quarterly dividend by 3% to $0.36 per share. We also generated operating cash flow of $169 million, supporting continued investment in the brands, products and capabilities that can strengthen our competitive position and long-term earnings power.

As we enter Fiscal 2027, our plan does not depend on the timing of an industry recovery; we are focused on executing operating actions already underway, maintaining capital discipline and building on the foundation established in Fiscal 2026 to drive market share, profitability and long-term earnings power.

On behalf of the Board, we offer heartfelt thanks to William C. Fisher, who is not standing for re-election when his current term expires. For more than a decade, his judgment, experience and commitment have served Winnebago Industries and our shareholders well.

The proxy statement includes several items that will be voted on at the upcoming 2026 Annual Meeting of Shareholders, which will be conducted virtually on Tuesday, December 15, 2026. Among these items are proposed amendments to our Articles of Incorporation and Bylaws that, if approved, would phase out our classified Board beginning in 2027, with all directors standing for annual election beginning in 2029. We encourage you to participate and vote your shares.

On behalf of the entire Winnebago Industries Board, thank you for your continued support and confidence. We are energized by the work ahead and focused on building a stronger Winnebago Industries for the long term.

John M. Murabito,

Chair of the Board of Directors

Michael J. Happe,

President and Chief Executive Officer

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PRELIMINARY PROXY STATEMENT DATED OCTOBER 23, 2026 – SUBJECT TO COMPLETION

Winnebago Industries, Inc. (“Winnebago Industries” or the “Company”) will hold its 2026 annual meeting of shareholders (including any adjournments, postponements, recess or rescheduling thereof, the “Annual Meeting”) on Tuesday, December 15, 2026 at 4:00 p.m. Central Standard Time. The Annual Meeting will be completely virtual. This Notice of Annual Meeting of Shareholders and the accompanying proxy statement were either made available to you over the internet or mailed to you on or about [•], 2026. At the Annual Meeting, shareholders will be asked to:

We will also conduct any other business properly brought before the Annual Meeting.

Implementation of Proposals 5 and 6 is conditioned on shareholder approval of both proposals. Neither amendment will become effective unless both proposals are approved. Approval of Proposals 1 through 4 is not conditioned on approval of either Proposal 5 or Proposal 6.

Only shareholders of record at the close of business on October 20, 2026 may vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors

Stacy L. Bogart

Senior Vice President - Chief Legal Officer, Corporate Secretary and Corporate Responsibility

Eden Prairie, MN

[•], 2026

How to Vote

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PROXY STATEMENT SUMMARY

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board”) of Winnebago Industries, Inc., a Minnesota corporation (“Winnebago Industries,” “WGO,” “our,” “we,” or the “Company”), for use at the 2026 Annual Meeting of Shareholders (including any adjournment, postponement, recess or rescheduling thereof, the “Annual Meeting”), to be held virtually at www.virtualshareholdermeeting.com/WGO2026, on Tuesday, December 15, 2026, at 4:00 p.m. Central Standard Time. We expect to begin mailing a Notice of Internet Availability of Proxy Materials to shareholders entitled to vote at the Annual Meeting on or about [•], 2026. Our Proxy Statement, proxy card and Annual Report, which includes the Company’s Annual Report on Form 10-K for the fiscal year ended August 29, 2026 (the “Annual Report on Form 10-K”), will also be available on the Internet at www.proxyvote.com.

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

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Business and Strategic Overview

Enterprise Strategies

Fiscal 2026 Performance Highlights

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Director Nominees and Continuing Directors

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At Winnebago Industries, our purpose is to elevate every moment outdoors. Our Corporate Responsibility & Inclusion strategy is grounded in a simple commitment: People First. Planet Forward. Community Driven. We build inclusion and belonging, protect and preserve the outdoors, and contribute to the places where we travel, live, work and play. Through Learn, Act and Inspire, we focus on high-impact, resource-smart actions that empower our teams and sustain progress.

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Corporate Governance Highlights

We are committed to a strong corporate governance structure that promotes long-term value for our shareholders. Our Board believes that having a mix of directors with complementary qualifications, experience and expertise strengthens its oversight ability, provides diverse perspectives, and represents the best interests of our shareholders. The following graphs reflect our expected Board membership following the Annual Meeting.

Corporate Governance Practices

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Corporate Governance

Board Leadership Structure

The Board is committed to robust corporate governance, which enhances long-term stability and value for all of our shareholders.

Our Amended and Restated bylaws, effective as of August 15, 2023 (the “Bylaws”) and corporate governance policy delegate to the Board the right to exercise its discretion to either separate or combine the offices of Board Chair and Chief Executive Officer (“CEO”). This decision is based upon the Board’s determination of what is in the best interests of the Company and our shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, the skills and experience of the individual(s) filling those positions, and other relevant factors.

The Board, as part of its continuing obligation to determine the appropriate role for the Chair, has concluded that at this time the Company will have an independent Chair. The Board concluded that this structure provides us with a strong governance and leadership structure that is designed to exercise independent oversight of members of our management team and key issues related to strategy and risk. Mr. John M. Murabito, an independent director, has served as Chair since December 2025.

The Board recognizes that, depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. We are committed to reviewing this determination on an annual basis.

Skills and Experiences

The following chart shows the specific experiences and skills the Board currently believes are important for our directors to collectively possess for effective governance of Winnebago Industries. The chart also provides a high-level summary of the important experiences and skills of each of our directors. We seek to achieve a balance of knowledge, experience and perspective on the Board to contribute to the sound governance of the Company.

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Executive Leadership

Experience Criteria: Definitions

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Board and Shareholder Meeting Attendance; Executive Sessions

During Fiscal 2026, the Board met eight times. Each director who served on the Board during Fiscal 2026 attended at least 75% of the meetings of the Board and the committees on which he or she served that were held during his or her tenure on the Board or relevant committee. It is the Board’s policy that directors are encouraged, but are not required, to attend the annual meeting of shareholders. All of our then-serving directors attended the 2025 annual meeting of shareholders. During the year, our independent directors held executive sessions without the CEO or other management as a routinely scheduled agenda item for every regular Board meeting.

Board Committees

The Board has established the Audit and Finance, Human Resources, Nominating and Governance, and Technology and Innovation Committees to assist it in discharging its responsibilities. On October 22, 2026, pursuant to the Cooperation Agreement described under “Cooperation Agreement with Vision One” on page 18 of this Proxy Statement, the Board renamed the Audit Committee the “Audit and Finance Committee” and amended its charter to provide additional clarity regarding the committee’s oversight of the Company’s capital structure, investments, uses of cash and capital allocation. The Cooperation Agreement also provides for Mr. Johnson’s appointment to the Audit and Finance Committee following his election to the Board at the Annual Meeting, subject to applicable qualification requirements. Each committee operates under a written charter, each of which is available under “Corporate Governance” in the “Investors” section of our website at www.winnebagoind.com. The current membership of each committee and its primary responsibilities, as well as the number of meetings held by each of these committees during Fiscal 2026, are described below.

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Director Independence

Under our corporate governance policy and NYSE rules, the Board must have a majority of directors who meet the standards for independence. The Board must determine, based on a review of the relevant facts and circumstances, whether each director satisfies the criteria for independence. The Board undertook an annual review of director and director nominee independence. The Board process was designed to identify any transactions and relationships between each director and director nominee or any member of his or her immediate family and the Company and its subsidiaries and affiliates known to the Company. The Board also considered whether there were any transactions or relationships between directors, director nominees or any member of their immediate family (or any entity of which a director, director nominee or an immediate family member is an executive officer, general partner or significant equity holder). Based on this review, the Board affirmatively determined that all non-employee directors and director nominees, including Mr. Johnson, are independent. Mr. Happe is the only employee director and is not independent. As part of the Board’s independence assessment and determination, the Board specifically considered Ms. Kroon’s appointment as an executive officer of TouchPoint, Inc., from which the Company purchased various components in Fiscal 2026, and Mr. Pack’s appointment as an executive officer of Oshkosh Corporation, that purchases our Lithionics batteries through an unrelated supplier. Because the amounts involved in these transactions were less than 1% of both the Company’s and the applicable other company’s annual revenues, neither Ms. Kroon nor Mr. Pack were personally involved in these transactions, the transactions were in the ordinary course of business on terms customarily available to unrelated third parties, and neither Ms. Kroon nor Mr. Pack received any particular benefit related to these transactions, the Board concluded that these transactions did not impair the independence of either Ms. Kroon or Mr. Pack.

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Risk Oversight

The Board has responsibility for overseeing Winnebago Industries’ overall approach to risk management and is actively engaged in addressing the most significant risks facing the Company, including financial, technological, operational, strategic and competitive risks. The Board manages its risk oversight function both as a full Board and through delegation to Board committees, which meet regularly and report back to the Board. The Board and its committees receive information used in fulfilling their oversight responsibilities through our executive officers and other advisors, including our legal counsel, our independent registered public accounting firm, our consulting firm for internal controls over financial reporting, and the compensation consultants we engage from time to time.

Following committee meetings, the Board receives reports by each committee chair regarding the committee’s considerations and actions. In this way, the Board also receives additional information regarding the risk oversight functions performed by each of the Board committees.

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Board Refreshment

The Nominating and Governance Committee is responsible for identifying individuals qualified to become Board members and making recommendations on director nominees to the Board. The committee considers potential new candidates that may be proposed by current directors, management, professional search firms, and shareholders. The committee retains third-party search firms from time to time to assist in identifying potential Board members who have expertise and experience that would complement the current Board. Shareholders wishing to recommend director candidates to the Nominating and Governance Committee may submit their recommendations in accordance with the procedures described under “Communications with Directors” on page 17 of this Proxy Statement.

The Nominating and Governance Committee considers the then-current composition of the Board, the operating requirements of the Company and the long-term interests of all shareholders in its assessment of potential director candidates. The committee seeks directors who have the skills and experience to guide management in the operation of the Company’s business given the then-current and anticipated future needs of the Board and the Company while maintaining a balance of perspectives, qualifications, qualities and skills on the Board. The Board does not have a specific diversity policy but believes that having a mix of directors with complementary qualifications, experience and expertise strengthens its oversight ability, provides diverse perspectives, and represents the best interests of our shareholders.

Emily R. Silver was appointed to the Board effective May 1, 2026. The Nominating and Governance Committee led the process for identifying director candidates, selecting Ms. Silver as a director nominee and recommending her selection to the Board. A third-party search firm assisted the committee with its recruitment efforts and identified Ms. Silver as a candidate. Ms. Silver was identified and recommended as a director candidate due to a number of factors, including her extensive expertise in modern marketing, brand leadership and data-driven customer engagement.

Jay L. Johnson has been nominated for election to the Board at the Annual Meeting, pursuant to the Cooperation Agreement with Vision One described under “Cooperation Agreement with Vision One” on page 18 of this Proxy Statement. In connection with his nomination, the Nominating and Governance Committee considered Mr. Johnson’s qualifications, skills and experience in the context of the Board’s current composition and the Company’s needs and recommended his nomination to the Board. Mr. Johnson was identified and recommended as a director candidate due to a number of factors, including his expertise in financial management, capital allocation and capital markets.

To promote Board refreshment and effectiveness, the Board and its committees engage in an annual self-assessment process. The Nominating and Governance Committee leads the Board’s annual self-evaluation to assess the performance of the Board and its committees. The assessment focuses on the Board’s contribution to the Company and specifically focuses on areas where the Board or management believes that the Board could improve.

Board Commitments

To ensure that each director does not have other board commitments that would impair a director’s ability to fulfill his or her duties on the Board, the Board has adopted limitations on the number of public company boards on which a director may serve. Any director who serves as an executive officer of a public company may serve on one other public company board of directors approved by the Board, and any director who does not serve in such capacity may serve on the board of directors of up to three other public companies. No director may join another board of directors without first obtaining approval from the Board Chair.

Code of Conduct and Corporate Governance Documents

We have adopted a Code of Conduct applicable to all of our directors, officers, employees and business partners. Our Human Rights Policy, which applies to all of our directors, officers, employees and business partners, describes our commitment to upholding and promoting fundamental human rights, including with respect to maintaining a safe and healthy workplace, a respectful work environment, diversity and inclusion, and fair labor practices. Our

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Code of Conduct, Human Rights Policy, committee charters, supplier code of conduct, and other governance documents are available under “Corporate Governance” in the “Investors” section of our website at www.winnebagoind.com. This website and the materials available through it are not incorporated by reference into this Proxy Statement.

Policy on Transactions with Related Persons

We have adopted a written policy for review of transactions involving more than $120,000 in any calendar year in which Winnebago Industries is a participant and in which any executive officer, director, director nominee, greater than 5% shareholder or any immediate family member of any of these persons has a direct or indirect material interest. Our Nominating and Governance Committee must review and approve any such transaction before it is entered into, except that the Human Resources Committee reviews and approves the compensation of any employee who is an immediate family member of a director or executive officer and whose compensation exceeds $120,000. If advance approval by the Nominating and Governance Committee is not possible, then the related-party transaction will be considered and, if the committee determines it to be appropriate, ratified by the committee.

In determining whether to approve or ratify any potential related-party transaction, the Nominating and Governance Committee considers the relevant facts and circumstances, including (if applicable) but not limited to: whether the transaction is on terms no less favorable to the Company than terms generally available to unrelated parties and the extent of the related person’s interest in the transaction. No director may participate in any review, approval, or ratification of any transaction if the director, or the director’s immediate family member, has a direct or indirect material interest in the transaction. The committee will not approve any related person transaction that is inconsistent with the interests of the Company and its shareholders.

During Fiscal 2026, the only related party transactions involved Donald Clark, one of our executive officers. Mr. Clark has a 20% ownership interest in Three Oaks, LLC (“Three Oaks”), an entity which owns certain land and buildings that Grand Design RV, LLC (“Grand Design”) leases in order to operate its business. Grand Design paid $2,382,120 to Three Oaks under its lease with Three Oaks, which was entered into on October 2, 2016 and most recently amended on March 12, 2024. The transaction with Three Oaks was approved by the Nominating and Governance Committee. In addition, during Fiscal 2026, three of Mr. Clark’s relatives were employed by Grand Design and received the following total compensation for Fiscal 2026: (i) his brother, Ray Clark, is a sales representative with total compensation of $281,157, (ii) his son, Austin Clark, is a sales representative with total compensation of $385,703, and (iii) his son-in-law, Matt Eppers, is a product manager with total compensation of $548,614. None of Mr. Clark’s relatives that are employed by Grand Design report directly to Mr. Clark. The compensation of Mr. Clark’s relatives was approved by the Human Resources Committee.

Communications with Directors

Shareholders and other interested parties seeking to communicate with our directors or a particular director may write to: Winnebago Industries, Inc., Attn: Senior Vice President — Chief Legal Officer, Corporate Secretary, Corporate Responsibility, 13200 Pioneer Trail, Eden Prairie, MN 55347 or email: [email protected]. All communications received from shareholders and other interested parties will be reviewed by the Senior Vice President — Chief Legal Officer, Corporate Secretary, Corporate Responsibility, or such other person designated by all non-employee directors of the Board, and if they are relevant and appropriate, they will be forwarded to the Board Chair or applicable Board member or members as soon as reasonably practicable.

Insider Trading Policy; Anti-Hedging and Anti-Pledging Policy

The Company’s insider trading policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information (as defined in the policy) in securities trading. The policy applies to the Company’s directors, officers and employees, as well as certain of their family members and related parties. The policy prohibits covered persons from engaging in transactions in the Company’s securities when aware of material nonpublic information, and also prohibits “tipping” such information. Additionally, our insider trading policy prohibits employees and directors from engaging in transactions intended to hedge or offset the market value of any Winnebago Industries securities owned by them. This policy also prohibits employees and directors from holding Winnebago Industries securities in a margin account or otherwise pledging Winnebago Industries securities as collateral for a loan. Under the policy, certain persons are subject to trading windows and

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pre-clearance requirements. The policy also requires the Company to comply with securities laws when transacting in its own securities. In addition, our insider trading policy and Code of Conduct restrict covered persons from participating in prediction markets or similar platforms in connection with the Company’s securities, business operations, or other Company-specific events, or where confidential or nonpublic information obtained through work for the Company could be used or involved.

Cooperation Agreement with Vision One

On October 22, 2026, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Vision One Fund, LP and certain of its affiliates (collectively, “Vision One”). Pursuant to the Cooperation Agreement, the Board agreed to nominate Jay L. Johnson (the “New Director”) for election as a Class III director at the Annual Meeting for a term expiring at the Company’s 2029 annual meeting of shareholders (the “2029 Annual Meeting”), include him in the Board’s slate of director nominees, recommend his election and solicit proxies in favor of his election. Following his election to the Board, the New Director will be appointed to the Board’s Audit and Finance Committee, subject to applicable qualifications and other conditions. The Cooperation Agreement also provides Vision One with certain rights to select a mutually agreed replacement director if the New Director becomes unable or unwilling to serve or ceases to serve on the Board, subject to specified conditions, including a minimum beneficial ownership requirement. In addition, the Company agreed that the size of the Board will not exceed ten directors following the Annual Meeting until the termination of the Cooperation Agreement.

Under the Cooperation Agreement, the Company also agreed to submit for shareholder approval at the Annual Meeting (i) an amendment to our Articles of Incorporation and (ii) conforming amendments to our Bylaws to phase out the classified Board over a three-year period. The Declassification Amendments (as defined in Proposal 5) are described in greater detail under Proposals 5 and 6 of this Proxy Statement. The Board also agreed to rename the Audit Committee the “Audit and Finance Committee” and amend its charter to provide additional clarity regarding the Committee’s oversight responsibilities relating to the Company’s capital allocation framework and priorities, investment criteria and return thresholds, and the performance of completed material acquisitions and investments.

Under the Cooperation Agreement, Vision One agreed to certain voting commitments and customary standstill restrictions, including restrictions on director nominations, shareholder proposals, proxy solicitations and acquisitions of Company shares above a specified ownership threshold. The Cooperation Agreement also contains customary mutual non-disparagement, litigation and other provisions.

The Cooperation Agreement will terminate on the earlier of (i) the date that is 30 calendar days prior to the deadline under the Bylaws for the submission of shareholder nominations of director candidates for election at the Company’s 2027 annual meeting of shareholders and (ii) the date that is 120 calendar days prior to the first anniversary of the Annual Meeting, subject to earlier termination in accordance with its terms.

The foregoing description is qualified in its entirety by reference to the Cooperation Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2026.

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Proposal 1 – Election of Directors

Our Bylaws provide that our Board is comprised of between three and fifteen directors. Ms. Emily R. Silver was appointed as a Class I director on May 1, 2026, at which time the size of the Board was increased to ten. In accordance with the Company’s Corporate Governance Policy, the Nominating and Governance Committee determined not to nominate Mr. William C. Fisher for re-election at the Annual Meeting, as Mr. Fisher has reached the mandatory retirement age of 72. Pursuant to the Cooperation Agreement, the Board has nominated Mr. Jay L. Johnson, who does not currently serve on the Board, for election as a Class III director at the Annual Meeting. As of the conclusion of the Annual Meeting, the size of the Board will remain at ten members.

The Board adopted a majority voting policy for the election of directors in uncontested elections. Under this policy, in any uncontested election of directors, if any nominee receives less than a majority of the votes cast for the nominee, that nominee will still be elected, but must tender his or her resignation to the full Board for consideration at the next regularly scheduled meeting of the Board. The Board will only not accept the tendered resignation for, in its judgment, a compelling reason. If the Board, with the affected director not participating, does not accept the resignation at the regularly scheduled meeting following the election, then the nominee will be considered elected and may serve out the term to which he or she was elected. In any contested election of directors where the number of nominees exceeds the number of available positions, strict plurality voting will apply.

Based on the recommendation of the Nominating and Governance Committee, our Board has nominated Ms. Sara E. Armbruster, Mr. Michael J. Happe, Mr. Jay L. Johnson and Ms. Staci L. Kroon for election to serve as Class III directors for three-year terms expiring at the 2029 annual meeting of shareholders and Ms. Emily R. Silver for election to serve as a Class I director for a one-year term expiring at the 2027 annual meeting of shareholders to coincide with the expiration of the term of the other Class I directors.

As described in Proposals 5 and 6, the Board is proposing amendments to our Articles and Bylaws to phase out the classified Board. Approval and implementation of those proposals will not change the terms for which the nominees are standing for election at this Annual Meeting: the Class III nominees will be elected for three-year terms expiring at the 2029 annual meeting, and Ms. Silver will be elected for a one-year term expiring at the 2027 annual meeting. Beginning at the 2027 annual meeting, directors elected by shareholders will be elected for terms expiring at the next annual meeting as the existing terms expire. The Class I seats will be subject to annual election beginning in 2027, the Class II seats will become subject to annual election beginning in 2028, and the Class III seats will become subject to annual election beginning in 2029, at which time the classification of the Board will terminate. Neither proposal requires any director to resign or be reappointed. If either proposal is not approved, neither amendment will be implemented and the Board will remain classified under the existing Articles and Bylaws.

Each nominee has consented to serving as a nominee, being named as a nominee in this Proxy Statement and serving as a director if elected. The Board is not aware of any reason why any nominee would be unable or unwilling to serve. If a nominee becomes unable to serve or for good cause will not serve, the persons named as proxies may vote for a substitute nominee designated by the Board to the extent permitted by the proxy rules, or the Board may reduce the number of directors to be elected, subject to applicable law.

Unless a contrary choice is specified, proxies solicited by the Board will be voted “FOR” the election of each of the director nominees named in this Proposal 1.

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Director Nominees — Class III (Term Ending 2029)

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Director Nominee — Class I (Term Ending 2027)

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Directors Continuing in Office — Class I (Term Ending 2027)

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Directors Continuing in Office — Class II (Term Ending 2028)

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Director Compensation

The Board approves non-employee director compensation based on recommendations of the Human Resources Committee. The Human Resources Committee has engaged Semler Brossy to analyze the total compensation paid to the Board. Semler Brossy assisted the committee in reviewing the market data and made recommendations regarding the types and amounts of compensation we pay our non-employee directors.

Employee directors receive no additional compensation for serving on the Board or its committees. For Fiscal 2026, non-employee directors received the following compensation for their service on the Board:

Director equity awards are granted prospectively for the upcoming year. This means that any new directors will receive a prorated award at the next regularly scheduled Board meeting, if the next regularly scheduled Board meeting is not the meeting at which annual awards are granted. Directors who joined the Board before we began prospectively granting equity awards will receive an award of the annual grant prior to separation of service from the Board that provides for accelerated vesting of the award upon retirement from the Board at the conclusion of his or her term.

Based on the committee’s review of our non-employee director compensation program with Semler Brossy, the committee recommended, and the Board approved, maintaining the current director compensation program for Fiscal 2027.

Use of Winnebago Industries Products

We encourage each of our independent directors to use our recreational vehicles and boats on a periodic and temporary basis at no charge to gain a first-hand understanding of the outdoor lifestyle experienced by our customers and to provide our directors with the opportunity to evaluate product design and efficiency.

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Director Compensation Table

The following table sets forth the total compensation paid to each non-employee director for Fiscal 2026:

Non-Employee Director Equity Awards Outstanding as of August 29, 2026

As of August 29, 2026, our non-employee directors held the restricted stock, restricted stock units, and deferred stock units set forth below. The deferred stock units were granted under the Directors’ Deferred Plan described below.

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Director Ownership Guidelines

Our corporate governance policy requires us to maintain guidelines encouraging non-employee director stock ownership. Our current guidelines require non-employee directors to hold common stock, stock units or other equity equivalents having a market value of at least 500% of their annual cash retainer of $90,000 (as well as any additional cash retainer amounts earned relating to his or her chair positions), and that they attain this level of stock ownership within five years of becoming a director. All non-employee directors have met this goal or are on track to meet this goal within the prescribed five-year time frame.

Directors’ Deferred Compensation Plan

We maintain the Winnebago Industries, Inc. Directors’ Deferred Compensation Plan (the “Directors’ Deferred Plan”) for all non-employee directors. A non-employee director can defer 50% or 100% of the retainer and fee payments that would otherwise be paid to him or her in cash and can defer taxes on such compensation.

A participant may elect to apply his or her annual cash retainer amounts to either, but not both, money credits or Winnebago stock units.

Money credits are units credited in the form of dollars to a participant’s account established by the Company. The money credits accrue interest from the credit date. Presently, the interest rate to be applied to money credits is the 30-year Treasury bond yield as of the first business day of the plan year.

Winnebago Industries stock units are denominated in the form of the Company’s common stock. The stock units accrue dividends, if any, paid by us on our common stock. The number of Winnebago Industries stock units recorded in a participant’s account is determined based on the closing price of a share of our common stock on the NYSE on the date upon which the account is credited.

A participant will generally receive payment of his or her Directors’ Deferred Plan account (either in a lump sum payment or annual installments, as elected by the participant) at the earlier of a “change in control” of the Company, as defined in the Directors’ Deferred Plan, termination of service as a director, or, if elected by the participant, at the time elected by the participant; provided that a participant will receive a lump-sum distribution of his or her account within 30 days following his or her termination of service as a director after such change in control.

The Winnebago Industries stock units credited to a participant’s account are included in the “Security Ownership of Certain Beneficial Owners and Management” table in this Proxy Statement.

Director Annual Equity Grants

The Fiscal 2026 equity awards, issued in the form of restricted stock units, were granted in October 2025 pursuant to the Winnebago Industries, Inc. Amended & Restated 2019 Omnibus Incentive Plan (the “2019 Plan”).

Each restricted stock unit vests approximately one year from the date of the applicable grant. If a participant terminates his or her service as a director prior to the vesting of the underlying restricted stock unit award, the award will be forfeited by the director, except as follows: (i) in the event of the director’s death or disability prior to vesting, all unvested restricted stock units will vest as of the termination date and (ii) in the event of a change in control while the director is serving on the Board, all unvested restricted stock units will vest on the date of termination. Directors may also elect to defer settlement of their vested restricted stock units until the director’s service to the Company terminates or, if earlier, upon a change in control.

Director Compensation Limits

The 2019 Plan limits the aggregate grant date fair value of all equity awards to a non-employee director during a calendar year to not more than $400,000, excluding awards granted at a director’s request in lieu of cash retainers or other fees payable in cash.

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Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes the material elements of our executive compensation program. Throughout this discussion, we refer to named executive officers (“NEOs”). The following individuals are our NEOs for Fiscal 2026:

Executive Summary

Executive Compensation Philosophy and Program Objectives

The Human Resources Committee (referred to in this Compensation Discussion and Analysis section of this Proxy Statement as the “committee”) believes that the most effective compensation program is one that is designed to pay for performance. Towards this end, we strive to reward the achievement of our specific annual, long-term and strategic goals and align executives’ interests with those of our shareholders, with the ultimate objective of improving shareholder value. The committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to our peer group. The committee believes executive compensation packages provided to our executives, including the NEOs, should include both cash and stock-based compensation that reward performance as measured against established goals.

The committee has worked with management and its independent compensation consultant, Semler Brossy, to design the current executive compensation programs, following the belief that compensation should reflect the value created for our shareholders while furthering our strategic goals. In doing so, we instituted our compensation programs to achieve the following goals:

These objectives emphasize pay for performance by providing an incentive opportunity for performance that meets or exceeds Company objectives.

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Impact of Performance on Fiscal 2026 Compensation

The compensation program for our NEOs in Fiscal 2026 was directly impacted by our financial performance and total shareholder returns:

Based on our performance as measured against predefined goals, the 2024-2026 LTIP paid out at 0% of target, and the Fiscal 2026 Officers Incentive Compensation Plan (“OICP”) paid out as follows for all NEOs, except for Mr. Clark: 109.8% of target for Messrs. Happe and Hughes, 113.2% for Ms. Bogart, and 128.1% for Mr. Tubman. No amounts were earned under the Motorhome Bonus Plan as of the end of Fiscal 2026.

Mr. Clark received a cash incentive award of $2,871,251 for Fiscal 2026. This incentive was paid in four quarterly installments with respect to Fiscal 2026.

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Other Pay and Governance Practices

The Company has adopted the following key programs, policies and practices to respond to best governance practices in executive compensation and enhance the alignment of our executive compensation programs and shareholder interests:

Advisory Vote on Executive Compensation

At our 2025 annual meeting of shareholders, our shareholders voted to approve on an advisory basis the compensation of our NEOs. 96.3% of the votes cast with respect to this proposal were cast for approval of our NEOs’ compensation. The committee determined that our current executive compensation philosophy and compensation elements continued to be appropriate. We conduct regular investor outreach in the form of investor calls, attendance at investor conferences, execution of non-deal roadshows, and hosting of quarterly earnings calls with open Q&A. We continue to evaluate and refine our compensation programs on a regular basis and view the advisory vote as a helpful gauge of our compensation design.

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Elements of Fiscal 2026 Compensation

The table below lays out the Fiscal 2026 compensation elements for all NEOs, other than Mr. Clark.

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In connection with our acquisition of Grand Design, we entered into an employment agreement with Mr. Clark in November 2016, which was most recently amended on October 17, 2023 to extend Mr. Clark’s employment through August 31, 2028. Under the current agreement, Mr. Clark is (i) paid an annual base salary of at least $500,000 and (ii) eligible to receive an incentive bonus pursuant to the pre-existing Grand Design Management Incentive Plan (the “Grand Design MIP”). Mr. Clark’s annual base salary was increased to $700,000 on October 14, 2024 in connection with his promotion to Group President – Towable RV Segment; President – Grand Design RV. Mr. Clark is not eligible to participate in any other Winnebago Industries cash or stock incentive program.

Performance-based Pay Mix

Consistent with the committee’s commitment to a strong, positive link among our business objectives, our performance and our executive compensation practices, we have placed a significant emphasis on pay “at risk,” based on the achievement of established business objectives and shareholder value creation. In Fiscal 2026, 86% of our CEO’s total target compensation and 73% of the average total target compensation of our other NEOs was at-risk, including annual incentive compensation and annual equity grants (including, for Mr. Tubman, the Motorhome Bonus Plan), with a significant emphasis on long-term performance and shareholder value creation. The following charts illustrate the components of our CEO’s Fiscal 2026 total target compensation, as well as the components of the average total target compensation for our other NEOs in Fiscal 2026, excluding Mr. Clark. Total target compensation includes Fiscal 2026 annualized base salary, target annual compensation, the grant date fair value of the annual equity grants made in Fiscal 2026, as reported in the Summary Compensation Table (and excludes benefits and other compensation).

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Determination of Compensation

Role of the Human Resources Committee

The Human Resources Committee is responsible for reviewing and approving, annually, the corporate goals and objectives with respect to the compensation of all our executive officers, as described in the committee’s charter. The committee relies on its own review and the advice of its independent compensation consultant in establishing executive officer pay. The committee seeks the CEO’s input in making executive officer pay decisions for all executives other than himself, with the committee approving compensation decisions for all executive officers. In October 2025, the committee approved annual incentive performance objectives for Fiscal 2026 based upon the business plan for the year. In October 2025, the committee granted long-term incentive awards to our executive officers, including annual LTIP performance share units, stock options, and restricted stock units, and also approved the Motorhome Bonus Plan. After the completion of Fiscal 2026, the committee (i) approved the 2026 annual incentives for our NEOs based on achievement of the performance objectives established at the beginning of the year, (ii) certified achievement of performance objectives with respect to the LTIP performance share unit awards granted to then-current executives in Fiscal 2024 that had a performance period running from Fiscal 2024-2026, and (iii) determined that no amounts were earned under the Motorhome Bonus Plan by the end of Fiscal 2026.

Role of the Compensation Consultant

The Human Resources Committee retained Semler Brossy as its independent executive compensation consultant for Fiscal 2026. Retained by and reporting directly to the committee, Semler Brossy provided the committee with assistance in evaluating our executive compensation programs and policies, and, where appropriate, assisted with the revision of elements of the program. Additionally, Semler Brossy performed the following activities to support the committee:

Semler Brossy did not provide any services to us other than those detailed above. The committee determined that no conflicts of interest exist with respect to Semler Brossy serving as an advisor to the committee. In making this determination, the committee considered various factors, including those set forth in the SEC’s and NYSE’s rules.

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Role of Management

Our CEO and our other executive officers do not set their own compensation nor are they present when the committee sets their specific individual compensation. Our CEO provides his evaluation of each executive officer’s performance to the committee, and makes recommendations with respect to base salary and target incentives, incentive awards and equity awards for each executive officer other than himself. These recommendations are considered by the committee, which ultimately makes its own determinations. Our human resources department provides additional analysis and guidance as requested by the committee related to NEO compensation, including the following:

Market Competitiveness Review

When setting Fiscal 2026 compensation, the Human Resources Committee focused on setting aggregate pay levels within a competitive range of the market median. Some roles may be higher or lower in the competitive range based on performance, tenure in role, or other internal considerations. Competitive market data is only one of several factors considered by the committee in setting executive compensation levels.

The committee establishes an individual annual bonus and equity incentive target opportunity for each NEO based on the committee’s evaluation of the executive’s experience, level, scope of responsibility and individual performance. Actual cash compensation may be more or less than the target opportunity as a result of performance under the incentive plan. Realized compensation from our equity-based awards may be higher or lower than the target opportunity as a result of our performance relative to the LTIP measures and our stock price performance.

In setting compensation, the committee compares base salaries, annual incentive opportunities and long-term compensation for the NEOs to a peer group of similarly sized companies (which we refer to collectively as our compensation peers). The peer group is reviewed and recommended annually by the committee’s independent consultant, Semler Brossy. For Fiscal 2026, the committee selected the companies listed below as our compensation peers based on a determination that they were within a reasonable range of the Company on key financial dimensions, including revenue and market value.

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In addition to the market comparison data based on the compensation peers listed above, to better understand the competitive talent market, the committee also reviewed compensation practices and levels at Thor Industries and Malibu Boats, two companies that operate in similar markets, but whose sizes are not sufficiently similar to be used for market comparisons.

For Fiscal 2027, the committee, with input from Semler Brossy, updated the compensation peer group to replace American Axle and REV Group, which were no longer appropriate comparators due to recent M&A activity, with Blue Bird Corporation, Federal Signal Corporation, and Fox Factory Holding Corp.

In addition to peer group data, Semler Brossy collected market data from compensation surveys for executive positions where the scope of responsibilities for the Company’s executives was not comparable to the peer group named executive officers and where general industry survey data provided a better match for comparable positions in the market.

Fiscal 2026 NEO Compensation Decisions

Base Salary

We provide NEOs with a base salary to compensate them for services rendered during the fiscal year. Base salary ranges for NEOs are determined for each executive based on the individual’s position and responsibilities. The base salaries of our executives are also determined by considering such factors as:

In general, base salary determinations are considered each year as part of the committee’s review process as well as upon a promotion or other change in job responsibility. In October 2025, after reviewing our NEOs’ performance, consideration of the above-referenced factors, and with input from the independent compensation consultant and our CEO, the committee recommended and approved the following base salary increases for Fiscal 2026:

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Annual Incentive Plan — Officers Incentive Compensation Plan (OICP)

The OICP is designed to motivate and reward the successful completion of our annual performance goals as set by the Human Resources Committee. Seventy percent (70%) of the participants’ annual incentive compensation earned for a given fiscal year is calculated under the OICP in direct proportion to our financial performance expressed as a percentage (financial factor) against each participant’s compensation targets as determined by the committee. Thirty percent (30%) of the participants’ annual incentive compensation is earned to the extent each participant meets or exceeds individual performance goals. Each NEO, except for Mr. Clark, is eligible for a target award denominated as a percentage of Fiscal 2026 base salary. NEOs may earn from 0% of the target award up to a maximum of 200% of the target award under the OICP. In setting the target award percentages for the NEOs, the committee considers competitive data in the compensation peer studies, individual performance evaluations, and internal equity factors.

Fiscal 2026 OICP

Net revenue, operating income, net working capital, and individual objectives related to each NEO’s particular responsibilities were chosen by the committee as the performance measures under the OICP for Fiscal 2026. The following financial performance metrics represented 70% of OICP for all NEOs, other than Mr. Clark, measured at the enterprise-wide level (for Messrs. Happe and Hughes and Ms. Bogart) or at a combination of business unit and enterprise levels (for Mr. Tubman), which metrics were weighted as set forth in the tables below. For Mr. Tubman, the 70% financial component was weighted 70% on Newmar business unit performance (40% net revenue, 50% operating income, 10% net working capital), 25% on Winnebago Motorhome and Specialty Vehicles performance (30% net revenue, 50% operating income, 20% net working capital), and 5% on enterprise-level performance (40% net revenue, 50% operating income, 10% net working capital). Ms. Bogart’s financial objectives were weighted 60% operating income and 40% net revenue. The enterprise-level performance metrics were:

Given the financial challenges of establishing an annual plan in a cyclical industry, the committee decided to continue separating the OICP into two measurement periods. There are two six-month performance periods established under the OICP, each of which has threshold, target and maximum goals for net revenue, operating income, and net working capital. The financial performance metrics are set at the beginning of the fiscal year for the first six-month performance period and at the beginning of the second six-month performance period for that period. Following the completion of the first six-month performance period, the results are computed for that period, and the payout results are banked until the end of the full 12-month performance period. The six-month performance periods are equally weighted.

Individual objectives (30% of the OICP for the NEOs other than Mr. Clark) provide actionable and measurable objectives controlled by each individual to achieve financial and non-financial goals.

Individual goals for our NEOs during Fiscal 2026 included the following:

For Mr. Happe, to continue driving enterprise-wide strategic priorities including delivering profitable share improvement across our RV and marine businesses; strengthening our financial profile through cost discipline and improved cash flow; and investing in sustainable differentiation through digital capabilities, data and AI initiatives, and product technology innovation.

For Mr. Hughes, to continue evolving our finance capabilities by driving cash and capital excellence, building a connected and data-driven finance function, leading cost discipline and financial accountability across the enterprise, and strengthening governance, risk management, and talent resilience.

For Mr. Tubman, to continue building a high-performing culture focused on safety and employee engagement, maintaining discipline on costs and investments, and unlocking productivity through technology, while also working to improve quality, elevate the customer journey, and launch new products.

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For Ms. Bogart, to continue enhancing our innovation culture and protecting our inventions as assets, elevating product safety prevention and compliance, accelerating AI adoption to improve efficiency, strengthening sustainability and community impact, and building awareness with elected officials that represent areas in which we operate.

Following the completion of the first six-month performance period, in March of 2026, the committee evaluated performance for the first six-month performance period against the established OICP financial performance metrics and determined that the net revenue performance met the target metric; the operating income performance met the maximum metric; and the net working capital performance met the target metric. These results were “banked” for inclusion in the full-year payout determination. In October of 2026, the committee (i) evaluated performance for the second six-month performance period against the established OICP financial performance metrics and determined that each of the net revenue performance, operating income performance, and net working capital performance met the threshold metric, resulting in a 109.8% payout for Messrs. Happe and Hughes, a 113.2% payout for Ms. Bogart, in each case based on enterprise-wide performance and a 128.1% payout for Mr. Tubman based on a combination of Newmar business unit, Winnebago Motorhome and Specialty Vehicles, and enterprise-level performance and (ii) assessed the performance of each of the NEOs against his or her individual objectives to determine the OICP payout achieved as set forth below.

The tables below reflect the Fiscal 2026 OICP financial metric payout thresholds and targets for each period, as well as our performance against these metrics ($ in millions):

Enterprise-Wide Financial Performance Metrics for the First Six-Month Fiscal Year Period

Enterprise-Wide Financial Performance Metrics for the Second Six-Month Fiscal Year Period

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Full 2026 Fiscal Year Enterprise-Wide Financial Results (70% of the OICP for Messrs. Happe and Hughes, and Ms. Bogart)⁽¹⁾

When determining the level of actual performance under the OICP, the committee considered and reviewed the CEO’s evaluation of each eligible NEO’s performance, other than his own. The committee determined that the participating NEOs achieved their individual performance goal opportunities at levels of: 100% of target for Mr. Happe, 100% of target for Mr. Hughes, 105% of target for Mr. Tubman, and 100% of target for Ms. Bogart.

The following table reflects the Fiscal 2026 year end salary, target OICP percentage and dollar amounts, and actual OICP percentage and dollar amounts earned by the participating NEOs, as approved by the committee. The portion of the OICP payout related to achievement of the metrics set at the beginning of the fiscal year is reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

Mr. Clark does not participate in the OICP. For Fiscal 2026, Mr. Clark received an incentive bonus of $2,871,251 under the Grand Design MIP, which is described in more detail below.

Grand Design Management Incentive Plan

The Grand Design MIP is a pre-existing management incentive plan that was in place prior to the Company’s acquisition of Grand Design in November 2016 and was continued pursuant to the terms of Mr. Clark’s employment agreement. Under the Grand Design MIP, Mr. Clark is eligible to receive a quarterly incentive bonus calculated as 3.5% of the pretax net income of the Grand Design business (before taking into account any bonus payments under the plan). Payment under the Grand Design MIP is 90% dependent on pretax net income performance of the Grand Design business and 10% dependent on Grand Design’s performance against an operating target set by the Company. Any incentive bonus earned under the Grand Design MIP is paid in quarterly cash installments, with each payment made within 30 days after the Company determines the pretax net income for the applicable fiscal quarter. Mr. Clark is not eligible to participate in any other Winnebago Industries cash or stock incentive program, including the OICP or LTIP.

Winnebago Motorhome Profitability Improvement Bonus Plan

On October 20, 2025, the committee approved the Motorhome Bonus Plan for key members of our Winnebago Motorhome leadership team, including Mr. Tubman. The plan is designed to promote the growth and profitability of our Winnebago Motorhome business by providing an opportunity to earn some or all of a certain bonus amount ($0.9 million in the case of Mr. Tubman) over a three-year performance period from Fiscal 2026 to Fiscal 2028. Amounts earned under the plan will be paid one-half in cash and one-half in restricted stock units.

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Fiscal 2026 Equity Awards

We recognize long-term incentive opportunities as an important element of the total executive compensation program for NEOs. Long-term incentives are intended to retain and motivate executives and to encourage a strong link between management objectives and long-term shareholder interests. In Fiscal 2026, we awarded long-term incentives under our 2019 Plan in the form of annual LTIP performance share units, restricted stock units and stock options.

Mr. Clark does not receive equity awards under the long-term incentive program because he participates in the Grand Design MIP in lieu of other incentive compensation.

LTIP / Performance Share Units

Each year, the committee establishes a three-year performance plan to promote our long-term growth and profitability and to attract and retain executives by providing them an incentive award consisting of performance share units that settle, when and to the extent earned and vested, in shares of the Company’s common stock. The amount of an NEO’s performance share incentive compensation earned for the three-year period is calculated to be in direct linear proportion to our measured financial performance expressed as a percentage against compensation targets as approved by the committee.

In general, the awards are based on our financial performance as measured against the three-year performance plan approved by the committee. The committee approved financial measurements and weightings for each specific three-year plan (as set forth in the following chart).

For the Fiscal 2026-2028 LTIP performance share units, the committee selected the following Company performance metrics:

The definitions of Incentive ROIC and Incentive EPS incorporate adjustments for Board-approved non-recurring disclosure items affecting comparability, including adjustments for acquisitions and divestitures where appropriate, which generally align with our non-GAAP financial reporting.

Given the financial challenges of establishing a three-year performance plan in a cyclical industry, the committee decided to continue using four measurement periods for the Fiscal 2026-2028 LTIP. The performance goals are set at the beginning of the one-year performance period for Period 1 and the three-year performance period for Period 4, established at the start of fiscal year 2027 for Period 2 and established at the start of fiscal year 2028 for Period 3. The measurement periods and associated payout weightings are indicated below:

Following the completion of each of these measurement periods, the results are computed, and the payout results are “banked” until the end of Period 4. Employees must be employed by the Company on the date of payout, following the end of Period 4, to receive any payout, except in the case of an employee’s retirement (as more fully described under the “Long-Term Incentive Program and Performance Share Units” section below). The number of performance share units that may be earned ranges from 0% to 200% of the target number of shares.

We do not disclose the specific performance goals or targets for performance-based equity awards while the performance periods are in-progress because revealing our specific targets during the performance periods would

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provide competitors and other parties with insights into our confidential planning process and strategies, which would result in competitive harm to us. The committee believes the attainment of the target performance levels, while uncertain, could be reasonably achieved with strong execution. Threshold goals represent the minimum level of performance necessary for there to be a payout for that performance measure, and the committee believes the threshold goals are rigorous, but likely to be achieved. Maximum goals represent levels of performance at which the committee determined a payout of 200% of target would be appropriate. The committee believes that the maximum goals established are more aggressive goals.

Restricted Stock Units

In Fiscal 2026, NEOs were granted restricted stock units that vest annually over three years in equal installments, beginning on the first anniversary of the grant date.

Stock Options

In Fiscal 2026, NEOs were granted stock options that vest over three years in equal installments, beginning on the first anniversary of the grant date, and once vested, can be exercised until the 10-year anniversary of the grant date.

Fiscal 2026 Awards

The target value of the annual equity incentive awards granted to the NEOs in Fiscal 2026 was as set forth below.