LENNOX INTERNATIONAL INC
For the period ended May 22, 2025. Filed Apr 9, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
|---|
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
LENNOX INTERNATIONAL INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
NOTICE OF 2025 ANNUAL MEETING OFSTOCKHOLDERS
Meeting Information
DATE AND TIME Thursday, May 22, 2025 | 10:30 a.m., Central Daylight Time
LOCATION Virtual Meeting. You must register in advance at www.proxydocs.com/LII to attend. After registering, you will receive further instructions by email, including a unique link to access the 2025 Annual Meeting.
| Agenda | Board Recommendation |
|---|---|
| Proposal 1 To elect two Class III directors for a three-year term expiring at the 2028 Annual Meeting of Stockholders | þ FOR each director nominee |
| Proposal 2 To conduct an advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement | þ FOR |
| Proposal 3 To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2025 fiscal year | þ FOR |
| Transact any other business that may properly come before the 2025 Annual Meeting in accordance with the terms of our Bylaws | |
| Voting Methods Available to You | ||
|---|---|---|
| INTERNET Visit the website on your Proxy Card | BY MAIL Mark, sign, date, and return your Proxy Card in the postage-paid envelope | Your vote is important. Please submit your proxy or voting instructions as soon as possible |
| TELEPHONE Call the number on your Proxy Card | DURING THE MEETING You must register in advance at www.proxydocs.com/LII to virtually attend and vote during the 2025 Annual Meeting | Who May Vote Our stockholders of record at the close of business on March 28, 2025, are entitled to notice of, and to vote at, the 2025 Annual Meeting |
| Important Notice Regarding the Availability of Proxy Materials for the for the Stockholder Meeting to be Held on May 22, 2025:The Proxy Statement, Proxy Card, and Annual Report on Form 10-K for the fiscal year ended December 31, 2024, accompany this Notice and are available at www.lennox.com and www.proxydocs.com/LII. | By Order of the Board of Directors,Monica M. BrownCorporate Secretary | |
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION REGARDING THE 2025 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| EXECUTIVE SUMMARY | 2 |
| PROPOSALS REQUIRING YOUR VOTE | 8 |
| PROPOSAL 1 ELECTION OF DIRECTORS | 8 |
| PROPOSAL 2 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 19 |
| PROPOSAL 3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2025 FISCAL YEAR | 21 |
| AUDIT COMMITTEE REPORT | 23 |
| CORPORATE GOVERNANCE | 24 |
| DIRECTOR COMPENSATION | 30 |
| EXECUTIVE OFFICERS | 32 |
| EXECUTIVE COMPENSATION | 33 |
| COMPENSATION DISCUSSION AND ANALYSIS | 33 |
| COMPENSATION COMMITTEE REPORT | 47 |
| 2024 SUMMARY COMPENSATION TABLE | 48 |
| 2024 GRANTS OF PLAN-BASED AWARDS | 50 |
| OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END | 52 |
| 2024 OPTION/SAR EXERCISES AND STOCK VESTED | 54 |
| RETIREMENT PLANS | 54 |
| 2024 PENSION BENEFITS | 56 |
| 2024 NONQUALIFIED DEFERRED COMPENSATION | 57 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 58 |
| CEO PAY RATIO | 64 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 65 |
| EQUITY COMPENSATION PLAN INFORMATION | 68 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 69 |
| DELINQUENT SECTION 16(A) REPORTS | 69 |
| BENEFICIAL OWNERSHIP OF COMMON STOCK | 70 |
| OTHER INFORMATION | 72 |
| ATTENDING AND VOTING AT THE ANNUAL MEETING OF STOCKHOLDERS | 72 |
| PROXY MATERIALS AND SOLICITATION | 74 |
| STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 75 |
| CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | 75 |
| APPENDIX A—GAAP RECONCILIATION | A-1 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.