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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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. Cooper | 27,817,047 | 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, III | 28,357,725 | 704,694 | 7,611 | 3,684,512 | ||||||||||||||||||||||
| Karen H. Quintos | 28,779,190 | 280,350 | 10,490 | 3,684,512 | ||||||||||||||||||||||
| Shane D. Wall | 28,607,816 | 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 Year | Two Years | Three Years | Votes 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 | |||||||