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, Max H. Mitchell resigned from the Board of Directors (“Board”) of Lennox International Inc. (the “Company”). On December 9, 2022, the Board has reduced the size of the Board from ten members to nine members, effective immediately.
On December 9, 2022, the Board also approved the Lennox International Inc. Change in Control Severance Plan (the “CIC Severance Plan”), effective as of December 9, 2022, to better align the Company’s change of control arrangements with market practice and shareholder expectations. Upon the Board’s approval, the CIC Severance Plan terminates, supersedes, and replaces the Change in Control Agreements between the Company and each of its executive officers (the “Executive Officers”).
The CIC Severance Plan, among other things: (1) implements a tiered cash severance benefit based on level, with the Chief Executive Officer remaining at three times base salary and target bonus, the other Executive Officers moving from three times to two times base salary and target bonus, and Vice Presidents becoming eligible for one times base salary and target bonus; (2) eliminates the cash payment in lieu of perquisites; (3) eliminates additional Supplemental Retirement Plan and Profit Sharing Restoration Plan age and service benefits; (4) replaces the cash payment in lieu of outplacement with actual outplacement services; (5) ties the duration of health care continuation to the severance duration multiple; (6) requires a participant to execute a release of claims in favor of the Company to be eligible for severance benefits; (7) changes “change in control” equity award vesting from single trigger to double trigger; and (8) eliminates Internal Revenue Code Section 280G excise tax gross ups in legacy agreements.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the CIC Severance Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Lennox International Inc. Change in Control Severance Plan (filed herewith). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: December 12, 2022 | ||||||
| By: | /s/ John D. Torres | |||||
| Name: | John D. Torres | |||||
| Title: | Executive Vice President, Chief Legal Officer, and Secretary | |||||