LCI Industries Announces 2024 Annual Meeting of Stockholders on May 16

Ticker: LCII · Form: DEF 14A · Filed: 2024-04-04T00:00:00.000Z

Sentiment: neutral

Topics: Annual Meeting, Proxy Statement, Stockholders, Director Election, LCI Industries

TL;DR

<b>LCI Industries will host its 2024 Annual Meeting of Stockholders virtually on May 16, 2024, to elect directors and address other business.</b>

AI Summary

LCI INDUSTRIES (LCII) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. LCI Industries will hold its 2024 Annual Meeting of Stockholders virtually on May 16, 2024, at 9:00 A.M. ET. The meeting agenda includes the election of ten Directors to serve until the next Annual Meeting. Stockholders are encouraged to submit their proxy via Internet or mail to ensure their shares are represented. The company has a history of name changes, previously known as Drew Industries Inc. The filing is a Definitive Proxy Statement (DEF 14A) filed on April 4, 2024.

Why It Matters

For investors and stakeholders tracking LCI INDUSTRIES, this filing contains several important signals. This meeting is a key event for shareholders to exercise their voting rights on corporate governance matters, including director elections. The virtual format allows for broader participation from stockholders regardless of their physical location.

Risk Assessment

Risk Level: low — LCI INDUSTRIES shows low risk based on this filing. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes requiring urgent attention.

Analyst Insight

Review the director nominees and any proposals to be voted on at the May 16th meeting to make an informed voting decision.

Key Numbers

Key Players & Entities

FAQ

When did LCI INDUSTRIES file this DEF 14A?

LCI INDUSTRIES filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by LCI INDUSTRIES (LCII).

Where can I read the original DEF 14A filing from LCI INDUSTRIES?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by LCI INDUSTRIES.

What are the key takeaways from LCI INDUSTRIES's DEF 14A?

LCI INDUSTRIES filed this DEF 14A on April 4, 2024. Key takeaways: LCI Industries will hold its 2024 Annual Meeting of Stockholders virtually on May 16, 2024, at 9:00 A.M. ET.. The meeting agenda includes the election of ten Directors to serve until the next Annual Meeting.. Stockholders are encouraged to submit their proxy via Internet or mail to ensure their shares are represented..

Is LCI INDUSTRIES a risky investment based on this filing?

Based on this DEF 14A, LCI INDUSTRIES presents a relatively low-risk profile. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes requiring urgent attention.

What should investors do after reading LCI INDUSTRIES's DEF 14A?

Review the director nominees and any proposals to be voted on at the May 16th meeting to make an informed voting decision. The overall sentiment from this filing is neutral.

How does LCI INDUSTRIES compare to its industry peers?

LCI Industries operates in the Motor Vehicle Parts & Accessories sector, supplying components primarily to the recreational vehicle (RV) and manufactured housing industries.

Are there regulatory concerns for LCI INDUSTRIES?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

Risk Factors

Industry Context

LCI Industries operates in the Motor Vehicle Parts & Accessories sector, supplying components primarily to the recreational vehicle (RV) and manufactured housing industries.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Understand any proposals being presented for shareholder vote.
  3. Submit proxy vote by Internet or mail before the meeting date.

Key Dates

Year-Over-Year Comparison

This is the initial filing for the 2024 proxy season, providing information for the upcoming annual meeting.

Filing Stats: 4,600 words · 18 min read · ~15 pages · Grade level 13.9 · Accepted 2024-04-04 16:31:23

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 16 Delinquent Section 16(a) Reports 17 PROPOSAL 1. ELECTION OF DIRECTORS 17 Director Qualifications and Selection Process 19 Director Skills and Experiences 20 Our Director Nominees 24 CORPORATE GOVERNANCE AND RELATED MATTERS 24 Statement Regarding Corporate Governance 24 Board of Directors and Director Independence 24 Leadership Structure 25 Executive Sessions 25 Board Committees 28 Compensation-Related Risk 28 Compensation Recovery Policy 29 Director Stock Ownership Requirements 29 Team Members and Directors Guidelines for Business Conduct 29 Management and Board Succession 29 Contacting the Board of Directors 29 Prohibition on Hedging by Directors and Team Members 30 DIRECTOR COMPENSATION 31 Discussion of Director Compensation 32

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 32 A Message from our Compensation and Human Capital Committee 33 Business Performance Highlights 33 Compensation Discussion and Analysis 48 Report of the Compensation and Human Capital Committee 49 Summary Compensation Table 52 Grants of Plan-Based Awards Table 54 Outstanding Equity Awards at Fiscal Year-End 55 Option Exercises and Stock Vested 55 Non-Qualified Deferred Compensation 56 Potential Payments on Termination or Change-In-Control 60 EQUITY COMPENSATION PLAN INFORMATION 61 CEO PAY RATIO 62 PAY VERSUS PERFORMANCE 65 TRANSACTIONS WITH RELATED PERSONS 65 Approval of Certain Related Person Transactions 65 Compensation and Human Capital Committee Interlocks and Insider Participation 66 PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION 67 PROPOSAL 3. RATIFICATION OF APPOINTMENT OF AUDITORS 67 Fees for Independent Auditors 68 REPORT OF THE AUDIT COMMITTEE 70 PROPOSAL 4. AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION 72 TRANSACTION OF OTHER BUSINESS 72 STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 73 APPENDIX A 74 APPENDIX B CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The statements included in this Proxy Statement regarding future performance and results, expectations, plans, strategies, priorities, commitments, and other statements that are not historical facts are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based upon current beliefs, expectations, and assumptions and are subject to significant risks, uncertainties, and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" in our Annual Report on Form 10-K for

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Pay for performance Establish challenging performance goals in incentive plans Maintain robust stock ownership guidelines for named executive officers and Directors Require termination of employment in addition to a change in control for accelerated equity vesting (double trigger) Require non-competition agreement for receipt of equity awards Subject executives' incentive-based compensation to clawback Limit executive perquisites Do not provide excise tax gross-ups 8 NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES ENVIRONMENTAL & SOCIAL The Company released its latest Corporate Social Responsibility (CSR) Report in May 2023. We plan to publish our next CSR Report in the second quarter of 2024, which will, for the first time, align with the Task Force on Climate-related Financial Disclosures (TCFD) framework. The Company continues to report in line with the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) frameworks for sustainability disclosures. Our CSR Reports elaborate on the Company's commitments, such as reducing its environmental footprint, updating policies, and enhancing procedures and standards relating to team members' health and safety. The CSR Reports are available on the Company's website at www.lci1.com/sustainability. ENVIRONMENTAL The Company's approach to sustainability is guided by our passion to protect and invest in the communities that we call home. We integrate sustainability into our everyday actions by conscious resource selection and process improvements that aim to lessen our environmental footprint and promote efficiency. Our teams embrace lean initiatives, and we consistently invest in comprehensive training, advanced machinery, and eco-friendly energy alternatives to provide safer processes, cost savings, and a healthier environment. OUR CORE VALUES Our core values define us. Our Company's culture and

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Set forth below is information with respect to beneficial ownership on March 15, 2024, of the Company's voting securities by each Director, each of whom is a nominee for election, by each of our executive officers named in the Summary Compensation Table herein, and by all current Directors and executive officers of the Company as a group. Unless otherwise noted, the stockholders listed in the table have sole voting and investment power with respect to the shares of Common Stock owned by them, and their address is c/o LCI Industries, 3501 County Road 6 East, Elkhart, Indiana 46514. Name of Beneficial Owner Amount and Nature of Beneficial Ownership (1) Approximate Percent of Class (1) Brendan J. Deely 12,973 (2) * James F. Gero 318,060 (3) 1.2% Tracy D. Graham 14,240 (2) * Virginia L. Henkels 12,899 (4) * Jason D. Lippert 383,145 (5) 1.5% Stephanie K. Mains 4,067 (6) * Linda K. Myers 2,080 (7) * Kieran M. O'Sullivan 21,535 (2) * David A. Reed 18,944 (8) * John A. Sirpilla 7,107 (2) * Lillian D. Etzkorn 1,028 (5) * Andrew J. Namenye 23,355 (5) * Jamie M. Schnur 35,711 (5) * Ryan R. Smith 24,011 (5) * Brian M. Hall 34,894 (5) * All current Directors and executive officers as a group (14 persons) 879,155 3.5% * Represents less than 1% of the outstanding shares of Common Stock. (1) Beneficial ownership is determined in accordance with rules of the SEC and includes general voting power and/or investment power with respect to securities. Shares of Common Stock subject to deferred stock units ("DSUs"), restricted stock units ("RSUs"), and performance stock units ("PSUs") that vest within 60 days of March 15, 2024, are deemed to be outstanding for the purpose of computing the amount of beneficial ownership and percentage ownership of the person holding such equity units but are not deemed outstanding for computing the percentage owner

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