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
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Filed by a Party other than the Registrant☐
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| ☐ | 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 under §240.14a-12 |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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March 28, 2025
Tracy D. Graham Chairman, LCI Industries Board of Directors
Dear Fellow Stockholders:
You are cordially invited to join us for our 2025 Annual Meeting of Stockholders, which will be held in a virtual format only on May 15, 2025, at 9:00 A.M. ET.
The Notice of Annual Meeting of Stockholders and the Proxy Statement that follow describe the business to be conducted at the annual meeting. Members of our Board of Directors and executive officer team plan to be present at the meeting and available to answer questions regarding the Company.
*Your vote is very important.*Whether or not you expect to attend the meeting, we encourage you to submit your proxy through the Internet or by mail. This will ensure that your shares are represented at the meeting. Even if you submit a proxy, you may revoke it at any time before it is voted. If you attend the meeting and wish to vote via the online platform, you will be able to do so even if you have previously submitted a proxy through the Internet or by mail.
We appreciate your continued support of our Company.
Sincerely,
TRACY D. GRAHAM
Chairman of the Board
| NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 3 |
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LCI INDUSTRIES
3501 County Road 6 East
Notice of Annual Meeting of Stockholders to be held May 15, 2025
NOTICE IS HEREBY GIVEN to the holders of common stock of LCI Industries that the Annual Meeting of Stockholders of LCI Industries (the “Company”) will be held in a virtual format only on May 15, 2025, at 9:00 A.M. ET, for the following purposes:
| (1) | To elect nine Directors to serve until the next Annual Meeting of Stockholders, each as recommended by the Board of Directors; |
| (2) | To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers as described in the accompanying Proxy Statement; |
| (3) | To ratify the appointment of KPMG LLP as independent auditor for the Company for the year ending December 31, 2025; and |
| (4) | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
The Board of Directors has fixed March 21, 2025, as the record date for the meeting, and only holders of record of the Company’s common stock at the close of business on that date will be entitled to vote on all matters to be considered at the meeting or any adjournment or postponement thereof.
A list of all stockholders entitled to vote at the meeting will be available for inspection at the Company’s office for ten days prior to the meeting.
By Order of the Board of Directors,
ANDREW J. NAMENYE
Executive Vice President, Chief Legal Officer,
and Corporate Secretary
Dated: March 28, 2025
Elkhart, IN
NOTICE TO HOLDERS OF COMMON STOCK
YOUR PROXY IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES THROUGH THE INTERNET OR, IF YOU RECEIVED A PRINTED COPY OF THE PROXY CARD BY MAIL, BY SIGNING, DATING, AND MAILING THE PROXY CARD IN THE ENVELOPE PROVIDED.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2025.
THIS NOTICE OF ANNUAL MEETING, PROXY STATEMENT, AND OUR 2024 ANNUAL REPORT TO STOCKHOLDERS, INCLUDING OUR 2024 ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT HTTP://WWW.PROXYVOTE.COM.
| 4 | NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
Table of Contents
| 9 | ENVIRONMENTAL AND SOCIAL |
| 13 | Vote Required on Proposals |
| 14 | Recommendations of the Board of Directors |
| 14 | Principal Holders of Voting Securities |
| 15 | Security Ownership of Certain Beneficial Owners and Management |
| 16 | Delinquent Section 16(a) Reports |
| 17 | PROPOSAL 1. ELECTION OF DIRECTORS |
| 17 | Director Qualifications and Selection Process |
| 19 | Director Nominee Skills and Experiences |
| 24 | CORPORATE GOVERNANCE AND RELATED MATTERS |
| 24 | Statement Regarding Corporate Governance |
| 24 | Board of Directors and Director Independence |
| 28 | Compensation-Related Risk |
| 28 | Compensation Recovery Policy |
| 29 | Director Stock Ownership Requirements |
| 29 | Team Members and Directors Guidelines for Business Conduct |
| 29 | Management and Board Succession |
| 29 | Contacting the Board of Directors |
| 29 | Prohibition on Hedging by Directors and Team Members |
| 31 | Discussion of Director Compensation |
| 32 | A Message from our Compensation and Human Capital Committee |
| 33 | Business Performance Highlights |
| 33 | Compensation Discussion and Analysis |
| 48 | Report of the Compensation and Human Capital Committee |
| 49 | Summary Compensation Table |
| 52 | Grants of Plan-Based Awards Table |
| 54 | Outstanding Equity Awards at Fiscal Year-End |
| 55 | Option Exercises and Stock Vested |
| 55 | Non-Qualified Deferred Compensation |
| 56 | Potential Payments on Termination or Change-In-Control |
| 60 | EQUITY COMPENSATION PLAN INFORMATION |
| 65 | TRANSACTIONS WITH RELATED PERSONS |
| 65 | Approval of Certain Related Person Transactions |
| 65 | Compensation and Human Capital Committee Interlocks and Insider Participation |
| 66 | PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION |
| 67 | PROPOSAL 3. RATIFICATION OF APPOINTMENT OF AUDITORS |
| 67 | Fees for Independent Auditors |
| 68 | REPORT OF THE AUDIT COMMITTEE |
| 70 | TRANSACTION OF OTHER BUSINESS |
| 70 | STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements included in this Proxy Statement regarding future performance and results, expectations, plans, strategies, priorities, commitments, and other statements that are not historical facts are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based upon current beliefs, expectations, and assumptions and are subject to significant risks, uncertainties, and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. Readers of this Proxy Statement are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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