lii-20230518
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): May 18, 2023
LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-1514942-0991521
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2140 LAKE PARK BLVD.,
RICHARDSON, Texas 75080
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (972)497-5000 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:  
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareLIINew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07
Submission of Matters to a Vote of Security Holders

On May 18, 2023, the Company held its Annual Meeting. During this meeting, the Company’s stockholders were asked to consider and vote upon four proposals: (1) the election of one Class III Director to the Board of Directors to serve for a two-year term, which expires at the annual meeting of stockholders in 2025 and the election of three Class I Directors to the Board of Directors to serve for a three-year term, which expires at the annual meeting of stockholders in 2026; (2) an advisory vote to approve the compensation of the Company’s named executive officers; (3) an advisory vote to approve the frequency of future advisory votes on the compensation of the Company’s named executive officers; and (4) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year.

On the record date of March 28, 2023, there were 35,497,453 shares of the Company’s common stock issued and outstanding and entitled to be voted at the Annual Meeting. For each proposal, the results of the stockholder voting were as follows:

Votes
 For
Votes Against
Votes Abstain
Broker Non-Votes

1. Election of a director nominee to serve as a Class III director, for a term that expires at the annual meeting of stockholders in 2025
Janet K. Cooper27,817,047 1,244,551 8,432 3,684,512 
Election of director nominees to serve as Class I directors, for a term that
expires at the annual meeting of stockholders in 2026
John W. Norris, III28,357,725 704,694 7,611 3,684,512 
Karen H. Quintos28,779,190 280,350 10,490 3,684,512 
Shane D. Wall28,607,816 452,155 10,059 3,684,512 

Votes
For
Votes
Against
Votes
Abstain
Broker
Non-Votes
2. Advisory vote on the compensation of the Company’s named executive officers
26,551,730 786,789 1,731,512 3,684,512 
This advisory vote on the compensation of the Company’s named executive officers received the approval of over 97% of the stockholders voting for and against this item.

One YearTwo YearsThree YearsVotes
Abstain
Broker
Non-Votes
3. Advisory vote on the frequency of the advisory votes on the compensation of the Company’s named executive officers
28,717,385 4,021 329,464 19,161 3,684,512 

In light of the results of this advisory vote and upon the recommendation of the Board of Directors, the Company will hold, to the extent required, an advisory vote on the compensation of the Company’s named executive officers annually until the next required vote on the frequency of such advisory votes.

Votes
For
Votes
Against
Votes
Abstain
Broker
Non-Votes
4. Ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023
31,906,214 828,381 19,948 0




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LENNOX INTERNATIONAL INC.
   
Date: May 19, 2023
  
By: 
/s/ Monica M. Brown
Name: 
Monica M. Brown
Title: 
Assistant Secretary