STOCKHOLDERS' EQUITY

12 Months Ended

Jul. 31, 2019

17.	STOCKHOLDERS’ EQUITY

Stock-Based Compensation

The Board approved the Thor Industries, Inc. 2016 Equity and Incentive Plan (the “2016 Equity and Incentive Plan”) on October 11, 2016 and the 2010 Equity Incentive Plan (the “2010 Equity Incentive Plan”) on October 25, 2010. These plans were subsequently approved by shareholders at the 2016 and 2010 annual meetings, respectively. The maximum number of shares issuable under each of the 2016 Equity and Incentive Plan and the 2010 Equity and Incentive Plan is 2,000,000. As of July 31, 2019, the remaining shares available to be granted under the 2016 Equity and Incentive Plan are 1,378,729 and under the 2010 Equity Incentive Plan are 1,211,385. Awards may be in the form of options (incentive stock options and n

on-statutory

stock options), restricted stock, restricted stock units, performance compensation awards and stock appreciation rights.

Restricted stock award activity and the related expense under the 2010 Equity and Incentive Plan was immaterial for all periods presented.

During fiscal 2013, the Compensation and Development Committee of the Board (the “Committee”) approved a program to award restricted stock units (the “RSU program”) to certain employees at the operating subsidiary and corporate levels. In December 2016, the stockholders of the Company approved a new equity compensation plan that allows the RSU program to continue in subsequent years on similar terms, but now includes a double-trigger change in control provision. The double-trigger provision, which is applicable to awards granted in fiscal 2017 and subsequent years, stipulates that immediate vesting of an outstanding grant would occur only upon the occurrence of both a change in control, as defined by the plan, and a corresponding change in employment status.

Under the RSU program, the Committee generally approves awards each October related to the financial performance of the most recently completed fiscal year. The awarded employee restricted stock units vest, and shares of common stock are issued, in equal installments on the first, second and third anniversaries of the date of grant. In addition, concurrent with the timing of the employee awards, the Nominating and Governance Committee of the Board has awarded restricted stock units to Board members that will vest, and shares of common stock will be issued, on the first anniversary of the date of the grant.

The fair value of the employee and Board member restricted stock units is determined using the Company’s stock price on the date of grant. Total expense recognized in fiscal 2019, 2018 and 2017 for these restricted stock unit awards was $18,950, $17,000 and $12,399, respectively.

A summary of restricted stock unit activity during fiscal 2019, 2018 and 2017 is included below:


	2019					2018					2017
	Restricted Stock Units			Weighted- Average Grant Date Fair Value		Restricted Stock Units			Weighted- Average Grant Date Fair Value		Restricted Stock Units			Weighted- Average Grant Date Fair Value
Nonvested, beginning of year		328,431		$	101.97		332,576		$	69.41		325,136		$	53.95
Granted		310,924			79.12		171,340			124.84		166,567			84.85
Vested		(167,591	)		90.23		(168,714	)		64.01		(157,315	)		53.87
Forfeited		(20,201	)		91.11		(6,771	)		93.46		(1,812	)		64.03
Nonvested, end of year		451,563		$	91.08		328,431		$	101.97		332,576		$	69.41

At July 31, 2019 there was $18,918 of total unrecognized compensation costs related to restricted stock unit awards that are expected to be recognized over a weighted-average period of 1.81 years.

The Company recognized a tax benefit related to total stock-based compensation expense of $4,550, $4,930 and $4,625 in fiscal 2019, 2018 and 2017, respectively.

Share Repurchase Program

On June 19, 2018, the Company’s Board of Directors authorized Company management to utilize up to $250,000 to purchase shares of the Company’s common stock through June 19, 2020.

Under the share repurchase plan, the Company is authorized to repurchase, from

time-to-time,

outstanding shares of its common stock in the open market or in privately negotiated transactions. The timing and amount of share repurchases will be determined by the Company’s management team based upon its evaluation of market conditions and other factors. The share repurchase plan may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the plan.

There were no repurchases under this program during fiscal 2019 or 2018.