WINNEBAGO INDUSTRIES INC — Form 8-K

Vision One Fund (holding 304,461 shares, ~1.1% of Winnebago) has agreed to withdraw its September 2026 shareholder nominations and proposals in exchange for: (1) Winnebago nominating Vision One-backed director Jay L. Johnson to the board at the December 2026 annual meeting for a three-year term; (2) Johnson's appointment to the Audit and Finance Committee; (3) Winnebago's commitment to seek shareholder approval to declassify the board over three years, starting at the 2027 meeting; and (4) enhanced Audit Committee charter provisions requiring annual capital allocation and acquisition performance reviews. Vision One is bound by voting commitments with the board, a 7.5% ownership cap, and standstill restrictions through the earlier of ~one year after the 2026 meeting or ~120 days before the 2027 nomination deadline. Winnebago will reimburse Vision One's documented legal and advisory fees incurred in the nomination effort.