LENNOX INTERNATIONAL INC - FORM 8-K - May 16, 2011

 
 
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, 2011
LENNOX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  001-15149
(Commission File Number) 		  42-0991521
(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
Not Applicable
(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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)   Retirement of Director James J. Byrne
     On May 12, 2011, James J. Byrne, age 75, retired from the Board of Directors (the “Board”) of Lennox International Inc. (the “Company”). His retirement was in accordance with Company’s mandatory retirement policy, as stated in its Corporate Governance Guidelines, which requires members of the Board to retire at the annual meeting of stockholders following their 75th birthday.
     As a result of Mr. Byrne’s retirement, the Board passed a resolution effective May 12, 2011, fixing the size of the Board at ten members.
Item 5.07   Submission of Matters to a Vote of Security Holders
     On May 12, 2011, the Company held its Annual Meeting of Stockholders. During this meeting, our stockholders were asked to consider and vote upon four proposals: (1) the election of three Class I Directors to our Board of Directors to serve for a three-year term which expires at the annual meeting of stockholders in 2014, (2) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm, (3) an advisory vote on the compensation of the named executive officers, and (4) an advisory vote on the frequency of the advisory vote on executive compensation.
     On the record date of March 21, 2011, there were 53,319,689 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   Abstain   Broker
Non-Votes
1.
   Election of director nominees to                
 
   serve as Class I directors, for a                
 
   term which expires at the annual                
 
   meeting of stockholders in 2014                
 
   Janet K. Cooper   35,823,016   2,283,675   15,168   7,665,788
 
   John W. Norris, III   36,084,303   2,023,776   13,780   7,665,788
 
   Paul W. Schmidt   36,256,756   1,850,184   14,919   7,665,788
                     
        Votes For   Votes Against   Abstain    
2.
   Ratification of appointment of   45,654,291   119,327   14,029    
 
   KPMG LLP as the Company’s                
 
   independent registered public                
 
   accounting firm                
                     
        Votes For   Votes Against   Abstain   Broker
Non-Votes
3.
   Advisory vote on the   32,756,692   5,335,900   29,267   7,665,788
 
   compensation of the named executive                
 
   officers                
                                 
        1 Year   2 Years   3 Years   Abstain   Broker
Non-Votes
4.
   Advisory vote on   35,567,541   16,070   2,520,834     17,414       7,665,788  
 
   the frequency of                            
 
   the advisory vote                            
 
   on executive compensation                            
     In light of the voting results with respect to the frequency of shareholder votes on executive compensation, the Company has decided to hold an annual advisory vote on the compensation of named executive officers until the next vote on the frequency of shareholder votes on the compensation of executives. The Company is required to hold votes on frequency at least once every six years.

2

 

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 16, 2011  By:   /s/ Robert L. Villaseñor    
    Name:   Robert L. Villaseñor   
    Title:   Director, Securities Law and Assistant Secretary   
 

3

LENNOX INTERNATIONAL INC Reports