LII Lennox International Inc - 8-K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 23, 2026 , Sivasankaran Somasundaram notified Lennox International Inc. (the “Company”) of his decision to resign from the Board of Directors of the Company, effective immediately. Mr. Somasundaram made this decision in consideration of his other professional responsibilities and time commitments. Mr. Somasundaram’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Mr. Somasundaram’s departure, the Board has reduced the size of the Board from nine members to eight members.

Item 5.07

Submission of Matters to a Vote of Security Holders

On May 21, 2026, the Company held its Annual Meeting. During this meeting, the Company’s stockholders were asked to consider and vote upon three proposals: (1) the election of three Class I Directors to the Board of Directors to serve for a three-year term, which expires at the 2029 annual meeting of stockholders; (2) an advisory vote to approve the compensation of the Company’s named executive officers; and (3) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

On the record date of March 26, 2026, there were 34,817,885 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

Votes Abstain

Broker Non-Votes

1.  Election of three director nominees to serve as Class I directors, for a term that expires at the annual meeting of stockholders in 2029

John W. Norris, III

27,631,287

1,701,895

9,196

2,790,257

Karen H. Quintos

27,331,816

1,996,509

14,053

2,790,257

Shane D. Wall

28,963,545

364,287

14,546

2,790,257

Votes

For

Votes

Against

Votes

Abstain

Broker

Non-Votes

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

28,795,108

516,686

30,584

2,790,257

This advisory vote on the compensation of the Company’s named executive officers received the approval of approximately 98% of the stockholders voting for and against this item.

Votes

For

Votes

Against

Votes

Abstain

Broker

Non-Votes

3. Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026

32,108,994

8,961

14,681

0