UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) June 17, 2020

LSI INDUSTRIES INC.

(Exact name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code (513) 793-3200

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

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §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 5.02. Other Events.

On June 17, 2020 the Board of Directors of LSI Industries Inc. (“LSI”) elected Chantel E. Lenard to the Board. She also was appointed as a member of the Audit Committee and Compensation Committee.

Ms. Lenard presently serves as a Lecturer of Marketing in the MBA program at the University of Michigan Ross School of Business. Ms. Lenard retired from Ford Motor Company (NYSE:F) in 2017, having served as the top marketing executive for Ford in both the U.S. and Asia. From 2013 to 2017, Ms. Lenard held the position of U.S. Chief Marketing Officer, leading the organization’s pricing, promotions, media, digital marketing, product strategy, and consumer experience activities. From 2010 to 2013, Ms. Lenard was based in Shanghai, China, as Vice President of Marketing for Ford’s Asia Pacific and Africa operations, where she led the marketing activities for 11 countries across the region. In addition to her marketing roles, Ms. Lenard held a number of leadership positions in strategy, sales, finance, and purchasing during her 25 year career with Ford. Ms. Lenard has served as a member of the Board of Directors of TTM Technologies Inc. (Nasdaq:TTMI) since November 2018 and Uni-Select Inc. (TSX: UNS) since May 2020.

Ms. Lenard will receive compensation for her service to LSI’s Board according to LSI’s director compensation program for non-employee directors as described on page 43 of LSI’s proxy materials for its 2019 Annual Meeting of Shareholders.

On June 17, 2020 John K. Morgan notified the Board that he would not be standing for re-election at the 2020 Annual Meeting of Shareholders. The notification was not the result of any disagreement that he had with LSI on any matter. On June 19, 2020 LSI issued a press release related to these Board changes. The press release is attached to this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

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.

Dated: June 19, 2020