Thor Industries to amend omnibus stock plan after ISS raises concerns
Thor Industries announced that the company is planning to file an amendment to its omnibus stock plan on November 28. The company explained that, on November 22, it received a copy of voting recommendations issued by ISS. The proxy advisor recommended that stockholders vote in favor of all of the items included in the proxy card for Thor's annual meeting, except for Item 4, relating to a new equity incentive plan. ISS stated that in its analysis, a provision allowing transfer of nonstatutory stock options could lead to a theoretical transfer to a third-party financial institution without prior shareholder approval. Commenting on the Item 4 recommendation, Thor stated: "Management first notes that no holders of nonstatutory stock options have ever transferred any of their options to a financial institution or requested the plan administrator to approve any such transfer. Further, as of October 31, no nonstatutory stock options were outstanding, and the company has no plans to grant additional options. Nevertheless, Thor has no interest nor does it have any intent to allow or permit any transfer of options to any 'third-party financial institution' as expressed in the theoretical situation posited by ISS. In recognition of the concerns of shareholders regarding this provision in the plan, on November 28, Thor will be filing an amendment to its proxy statement wherein it will present an amended omnibus stock plan. The amended plan will delete the provision of concern identified by ISS and eliminate any potential of a transfer of awards to a third party financial institution without prior shareholder approval."