Item 3.03 Material Modification to Rights of Security Holders.

The Reincorporation



Effective January 1, 2022, Winnebago Industries, Inc. (the "Company") changed
its state of incorporation from the State of Iowa to the State of Minnesota (the
"Reincorporation") pursuant to a plan of reincorporation, dated as of October
13, 2021 (the "Plan of Reincorporation"). The Reincorporation was approved by
shareholders at the Company's 2021 Annual Meeting of Shareholders held on
December 14, 2021.

Effects of the Reincorporation

Upon the effectiveness of the Reincorporation:



? the affairs of the Company ceased to be governed by the Iowa Business
Corporation Act (the "IBCA"), the Company's existing Articles of Incorporation
(the "Iowa Articles"), and the Company's existing By-Laws (the "Iowa By-Laws"),
and the affairs of the Company became subject to the Minnesota Business
Corporation Act (the "MBCA"), the new Articles of Incorporation (the "Minnesota
Articles") and the new Bylaws (the "Minnesota Bylaws");

? the resulting Minnesota corporation (the "Minnesota Company") is for all
purposes the same entity as the Company and, specifically, (i) all property
owned by, and every contract right possessed by, the Company are the property
and contract rights of the Minnesota Company, and (ii) all debts, obligations
and other liabilities of the Company are the debts, obligations, and other
liabilities of the Minnesota Company;

? each outstanding share of the Company's common stock has been reclassified
into shares of the Minnesota Company's common stock, and each outstanding
option, warrant or other right to acquire shares of the Company's common stock
continues to be an outstanding option, warrant or other right to acquire shares
of the Minnesota Company's common stock on the same terms;

? each employee benefit plan, incentive compensation plan or other similar plan
of the Company continues to be an employee benefit plan, incentive compensation
plan or other similar plan of the Minnesota Company without change;

? each director and officer of the Company continues to hold his or her respective office with the Minnesota Company; and

? the name of the Minnesota Company remains Winnebago Industries, Inc., its ticker symbol remains "WGO" and its CUSIP number is unchanged.



Certain rights of the Company's shareholders were also changed as a result of
the Reincorporation, as described in the Company's Proxy Statement filed with
the Securities and Exchange Commission on November 1, 2021 (the "2021 Proxy
Statement"), under the section entitled "Proposal 4 - Approval of the
Reincorporation of the Company from Iowa to Minnesota - Comparison of the
Company's Shareholders' Rights Before and After the Reincorporation, " which
description is incorporated in its entirety herein by reference.

The Reincorporation did not result in any change in headquarters, business,
jobs, management, location of any of the Company's offices or facilities, number
of employees, assets, liabilities or net worth (other than as a result of the
costs incident to the Reincorporation) of the Company, although the Company
separately announced that it was moving its headquarters and principal executive
offices from Iowa to Minnesota effective December 1, 2021.

The Articles and Bylaws of the Company and the Minnesota Company



The provisions of the Minnesota Articles and the Minnesota Bylaws are similar in
substance to those of the Iowa Articles and the Iowa Bylaws in most respects.
The differences under the incorporation documents, the IBCA and the MBCA include
but are not limited to:

? Under the MBCA, vacancies on the Company's Board of Directors (the "Board")
will be filled by a majority of the remaining directors of the Board; whereas,
under the IBCA, shareholders were also permitted to fill a vacancy on the Board.

? Under the Iowa Bylaws, there were provisions setting forth a formal process for shareholders owning more than 5% of the Company's stock to recommend director candidates for consideration by the Board; whereas, the Minnesota Bylaws do not include provisions for such formal process.



? Under the IBCA, a special meeting of shareholders may be called by the board
of directors, by the persons authorized to call a special meeting by the
articles of incorporation or bylaws, or by the holders of at least 10% of all of
the shares entitled to vote at a meeting; whereas, in the Minnesota Bylaws and
in accordance with the MBCA, special meetings of shareholders may be called by
the Chief Executive Officer, the Chief Financial Officer, the Board or any two
or more members thereof, or by one or more shareholders holding not less than
10% of the voting power of all shares of the Company, except that a special
meeting for considering any action to facilitate or effect a business
combination, including any action to change or

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otherwise affect the composition of the Board for that purpose, must be called by 25% or more of the voting power of all shares of the Company.



? Under the IBCA, shareholders may act by written consent if the written
consents are signed by the holders of the outstanding shares having not less
than 90% of the votes entitled to be cast at a meeting; whereas, under the MBCA,
shareholders may act by written consent as long as they do so unanimously.

? Under the MBCA, shareholders owning 3% of more of the voting power of the
Company's shares may propose an amendment to the Minnesota Articles and
Minnesota Bylaws and submit the amendment for shareholder approval without
obtaining Board approval, which is not a right provided by the IBCA. Under the
MBCA, after the adoption of the initial bylaws, the Board may not amend a bylaw
fixing a quorum for meetings of shareholders, prescribing procedures for
removing directors or filling vacancies in the Board, or fixing the number of
directors or their classifications, qualifications, or terms of office, but may
adopt or amend a bylaw to increase the number of directors. The IBCA does not
include these bylaw amendment restrictions.

? The business combination statute contained in the MBCA will now apply to the Company, as opposed to the business combination statute contained in the IBCA.



The foregoing descriptions of the Minnesota Articles and Minnesota Bylaws do not
purport to be complete and are qualified in their entirety by reference to the
full text of the Minnesota Articles and Minnesota Bylaws, copies of which are
filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

More information about the differences between the Minnesota Articles and the
Minnesota Bylaws and the Iowa Articles and the Iowa Bylaws may be found in the
2021 Proxy Statement under the section entitled "Proposal 4 - Approval of the
Reincorporation of the Company from Iowa to Minnesota - Comparison of the
Company's Shareholders' Rights Before and After the Reincorporation."

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description


                             Articles of Incorporation of Winnebago

Industries, Inc., effective January


        3.1                1, 2022
        3.2                  Bylaws of Winnebago Industries, Inc., effective January 1, 2022
      104                  Cover Page Interactive Data File (formatted as Inline XBRL)

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