Form 8-K

 

 

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 12, 2016

 

 

LENNOX INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-15149   42-0991521
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   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

(Former name or former address, if changed since last report)

 

 

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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 12, 2016, the Company held its Annual Meeting of Stockholders. During this meeting, our stockholders were asked to consider and vote upon three proposals: (1) the election of three Class III Directors to our Board of Directors to serve for a three-year term which expires at the annual meeting of stockholders in 2019; (2) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2016 fiscal year; and (3) an advisory vote to approve the compensation of the named executive officers.

On the record date of March 18, 2016, there were 43,598,977 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
Withheld
     Broker
Non-Votes
        

1.      Election of director nominees to serve as Class III directors, for a term which expires at the annual meeting of stockholders in 2019

           

Todd M. Bluedorn

     31,412,318         891,209         5,397,983      

Terry D. Stinson

     27,460,719         4,842,808         5,397,983      

Kim K.W. Rucker

     32,183,829         119,698         5,397,983      
    

Votes

For

     Votes
Against
     Abstain         

2.      Ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2016

     37,499,820         105,044         96,646      
    

Votes

For

     Votes
Against
     Abstain      Broker
Non-Votes
 

3.      Advisory vote on the compensation of the Company’s named executive officers

     31,810,755         278,102         214,670         5,397,983   


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 13, 2016
By:  

/s/ Jim Markey

Name:   Jim Markey
Title:   Assistant Secretary

 

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