Item 2.02 Results of Operations and Financial Condition.

On December 16, 2022, Winnebago Industries, Inc. (the "Company") issued a press release to report financial results for the first quarter of Fiscal 2023 ended November 26, 2022. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Exhibit 99.1 includes non-GAAP financial measures related to our operations. Certain of these non-GAAP measures may be discussed in our earnings conference call for the first quarter of Fiscal 2023. In addition, Exhibit 99.1 includes reconciliations of these GAAP to non-GAAP measures as well as an explanation of why these non-GAAP measures provide useful information to investors and how management uses these non-GAAP measures. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from our results should be carefully evaluated.

The information set forth in this Item 2.02, including Exhibit 99.1, of this Form 8-K shall be deemed "furnished" pursuant to Item 2.02 and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of the Company held on December 13, 2022, three proposals were voted upon by the Company's shareholders. The proposals are described in detail in the Company's definitive proxy statement for the annual meeting, filed with the Securities and Exchange Commission on October 31, 2022. A brief description of the proposals and the final results of the votes for each matter follows.

Item 1 - Election of Directors.

The following nominees were elected as Class II directors of the Company for three-years terms ending in 2025:



       Name            Votes For       Votes Withheld        Broker Non-Votes
Kevin E. Bryant        20,664,454          207,810              5,401,176
Richard D. Moss        20,631,167          241,097              5,401,176
John M. Murabito       19,597,862         1,274,402             5,401,176

Item 2 - Advisory Approval Vote on Executive Compensation.

The compensation of the Company's named executive officers was approved in a non-binding vote:



 Votes For        Votes Against       Abstentions        Broker Non-Votes
 19,831,314          964,238             76,712             5,401,176

Item 3 - Ratification of the Appointment of Independent Registered Public Accountant for the Fiscal Year Ending August 26, 2023.

The selection of Deloitte & Touche LLP as the Company's independent registered public accountant for the fiscal year ending August 26, 2023 was ratified:

Votes For Votes Against Abstentions


 25,458,954          782,874             31,612

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

      Exhibit Number       Description
        99.1                 Press Release of Winnebago Industries, Inc. dated December 16, 2022
      104                  Cover Page Interactive Data File (formatted as Inline XBRL)

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