LENNOX INTERNATIONAL INC
For the period ended May 16, 2024. Filed Apr 3, 2024.
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May 16, 2024 · Filed Apr 3, 2024
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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 ☐ |
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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 Pursuant to §240.14a-12 |
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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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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April 3, 2024
Dear Stockholders:
It is my pleasure to invite you to the 2024 Annual Meeting of Stockholders of Lennox International Inc. (NYSE: LII) (the “Annual Meeting”), which will be held virtually at 10:30 a.m., Central Daylight Time, on Thursday, May 16, 2024. Details regarding admission to the online meeting and the business to be conducted are provided in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement.
On behalf of the management team and our Board of Directors, I want to thank you for being a Lennox stockholder. Thanks to the efforts of our talented employees and the loyalty of our customers, relentless execution of our Lennox transformation strategy in 2023 yielded significant financial successes even as we navigated challenging residentialend-markets. We successfully implemented the new minimum energy efficiency regulatory change, improved our factory production, built supply chain resiliency, and initiated our pricing excellence programs. In addition, we simplified our portfolio with the sale of our European businesses and improved our lifecycle value proposition by acquiring AES, a provider of installation services, adapter curbs, and reclaim services. As we step into 2024, we carry positive momentum and remain committed to overcomingend-market uncertainties through disciplined execution.
The accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement describe the items of business that will be discussed and voted upon during the Annual Meeting. Your vote is very important. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy by Internet, telephone, or mail, pursuant to the instructions on your Notice or Proxy Card. We encourage you to vote by Internet or telephone as those methods offer the most convenience. Please use the website or telephone number shown on your Notice or your Proxy Card to vote.
All of us at Lennox are tremendously proud of our 2023 accomplishments. Thank you for being a Lennox stockholder. We hope you can join us at the Annual Meeting.
Sincerely,
Todd J. Teske
Chair of the Board
NOTICE OF 2024 ANNUAL MEETING OF
STOCKHOLDERS
Meeting Information
DATE AND TIME Thursday, May 16, 2024 | 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 2024 Annual Meeting.
| Agenda | Board Recommendation |
|---|---|
| Proposal 1 To elect three Class II directors for a three-year term expiring at the 2027 Annual Meeting of Stockholders | 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 | FOR |
| Proposal 3 To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year | FOR |
| Transact any other business that may properly come before the 2024 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 2024 Annual Meeting | Who May Vote Our stockholders of record at the close of business on March 25, 2024 are entitled to notice of, and to vote at, the 2024 Annual Meeting |
| Important Notice Regarding the Availability of Proxy Materials for the for the Stockholder Meeting to be Held on May 16, 2024: The Proxy Statement, Proxy Card, and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 accompany this Notice and are available at www.lennox.com and www.proxydocs.com/LII. | By Order of the Board of Directors, John D. Torres Corporate Secretary | |
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