LCI INDUSTRIES
For the period ended May 12, 2026. Filed Mar 27, 2026.
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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 12, 2026 · Filed Mar 27, 2026
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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
Filed by the Registrant☑
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☑ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(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. |
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| ☐ | Fee paid previously with preliminary materials |
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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 27, 2026
Tracy D. Graham Chairman, LCI Industries Board of Directors
| Dear Fellow Stockholders: | ||
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| You are cordially invited to join us for our 2026 Annual Meeting of Stockholders, which will be held in a virtual format only on May 12, 2026, 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 2026 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 12, 2026
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 12, 2026, at 9:00 A.M. ET, for the following purposes:
| (1) | To elect eight 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, 2026; |
| (4) | To approve the LCI Industries Amended 2018 Omnibus Incentive Plan; and |
| (5) | 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 20, 2026, 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, HILARY R. JOHNSON Executive Vice President, Co-Chief Legal Officer, and Corporate Secretary
Dated: March 27, 2026
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 12, 2026.
THIS NOTICE OF ANNUAL MEETING, PROXY STATEMENT, AND OUR 2025 ANNUAL REPORT TO STOCKHOLDERS, INCLUDING OUR 2025 ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT HTTP://WWW.PROXYVOTE.COM.
| 4 | NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
Table of Contents
| 6 | PROXY STATEMENT SUMMARY |
| 9 | SUSTAINABILITY |
| 12 | PROXY STATEMENT |
| 12 | General Information |
| 13 | VOTING SECURITIES |
| 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 |
| 20 | Our Director Nominees |
| 24 | CORPORATE GOVERNANCE AND RELATED MATTERS |
| 24 | Statement Regarding Corporate Governance |
| 24 | Board of Directors and Director Independence |
| 24 | Leadership Structure |
| 25 | Executive Sessions |
| 25 | Board Committees |
| 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 | Insider Trading Policy |
| 29 | Prohibition on Hedging by Directors and Team Members |
| 30 | DIRECTOR COMPENSATION |
| 31 | Discussion of Director Compensation |
| 32 | EXECUTIVE COMPENSATION |
| 32 | A Message from our Compensation and Human Capital Committee |
| 33 | Business Performance Highlights |
| 33 | Compensation Discussion and Analysis |
| 47 | Report of the Compensation and Human Capital Committee |
| 48 | Summary Compensation Table |
| 50 | Grants of Plan-Based Awards Table |
| 52 | Outstanding Equity Awards at Fiscal Year-End |
| 53 | Option Exercises and Stock Vested |
| 53 | Non-Qualified Deferred Compensation |
| 54 | Potential Payments on Termination or Change-In-Control |
| 57 | EQUITY COMPENSATION PLAN INFORMATION |
| 58 | CEO PAY RATIO |
| 59 | PAY VERSUS PERFORMANCE |
| 62 | TRANSACTIONS WITH RELATED PERSONS |
| 62 | Approval of Certain Related Person Transactions |
| 62 | Compensation and Human Capital Committee Interlocks and Insider Participation |
| 63 | PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION |
| 64 | PROPOSAL 3. RATIFICATION OF APPOINTMENT OF AUDITORS |
| 64 | Fees for Independent Auditors |
| 65 | REPORT OF THE AUDIT COMMITTEE |
| 67 | PROPOSAL 4. APPROVAL OF THE LCI INDUSTRIES AMENDED 2018 OMNIBUS INCENTIVE PLAN |
| 78 | TRANSACTION OF OTHER BUSINESS |
| 78 | STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING |
| 79 | APPENDIX A |
| 80 | APPENDIX B |
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, 2025. 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.
| NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 5 |
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