UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, the Board of Directors (the “Board”) of Lennox International Inc. (the “Company”) appointed Alok Maskara as President and Chief Executive Officer (“CEO”), effective on May 9, 2022. On May 19, 2022, the Board also appointed Mr. Maskara as a Class III director of the Board. Todd J. Teske concluded his role as Interim CEO but will continue to act as Chairman of the Board and resumed his status as an independent director.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 19, 2022, 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 two Class III Directors to the Board of Directors to serve for a three-year term, which expires at the annual meeting of stockholders in 2025; (2) an advisory vote to approve the compensation of the Company’s named executive officers; (3) approval of the Lennox International Inc. 2022 Employee Stock Purchase Plan; and (4) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year.
On the record date of March 28, 2022, there were 36,042,441 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 director nominees to serve as Class III directors, for a term that expires at the annual meeting of stockholders in 2025 |
||||||||||||||||
| Max H. Mitchell |
27,137,346 | 1,383,774 | 11,111 | 4,704,773 | ||||||||||||
| Kim K.W. Rucker |
25,647,248 | 2,873,536 | 11,447 | 4,704,773 | ||||||||||||
| Votes For |
Votes Against |
Votes Abstain |
Broker Non-Votes |
|||||||||||||
| 2. Advisory vote on the compensation of the Company’s named executive officers |
21,283,677 | 7,196,817 | 51,736 | 4,704,773 | ||||||||||||
| This advisory vote on the compensation of the Company’s named executive officers received the approval of over 74.73% of the stockholders voting for and against this item. |
| |||||||||||||||
| Votes For |
Votes Against |
Votes Abstain |
Broker Non-Votes |
|||||||||||||
| 3. Approval of the Lennox International Inc. |
28,453,607 | 72,866 | 5,758 | 4,704,773 | ||||||||||||
| 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 2022 |
32,445,318 | 774,599 | 17,087 | 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 23, 2022 | ||||||
| By: | /s/ Monica M. Brown | |||||
| Name: Monica M. Brown | ||||||
| Title: Assistant Secretary | ||||||