LCI Industries (LCII) Proxy filing summary

Executive summary

• Merger agreement signed June 30, 2026; the two-step transaction would make a Patrick subsidiary the surviving entity, with target shares exchanged for 1.2440 Patrick shares plus cash for fractional shares.

• Estimated post-merger ownership is 52% for existing Patrick shareholders and 48% for former target stockholders; the exchange ratio is fixed for market-price changes, and consideration was valued at $84.64 per target share on October 16, 2026.

• Management projects $150 million of annual net run-rate cost synergies within three years of closing; closing is expected in H1 2027, subject to approvals and other conditions.

• Patrick and target boards unanimously approved the merger agreement and recommend voting FOR their respective proposals.

Voting matters and shareholder proposals

• Virtual special meetings are set for November 18, 2026: target stockholders at 9:00 a.m. ET and Patrick shareholders at 10:00 a.m. ET; October 15, 2026 is the record date for both.

• Target holders vote on the merger, a nonbinding advisory vote on merger-related named executive compensation, and adjournment; the target merger proposal needs a majority of outstanding shares entitled to vote.

• Patrick holders vote on share issuance, an authorized-share increase, amended and restated articles, and adjournment; the issuance and authorized-share proposals are required to close the merger.

• Patrick recommends FOR all four proposals; target directors unanimously recommend FOR all three. Merger approval requires target approval plus Patrick approval of share issuance and authorized-share increase.

Board of directors and corporate governance

• The combined board is planned at 12 directors, split evenly between Patrick and target designees; Andy L. Nemeth is designated CEO, Todd M. Cleveland chair, and John A. Sirpilla vice chair.

• Four standing committees are planned, each with two designees from each side; Patrick designees chair Audit and Compensation, while target designees chair Nominating and Governance and Capital Allocation and Strategy.

• The Capital Allocation and Strategy Committee will oversee integration; the vice chair will oversee integration and help develop board agendas during the two years after closing.

• Proposed articles change Patrick's name to Patrick LCI, Inc. and set majority voting for uncontested director elections and plurality voting for contested elections; board size falls from 12 to 10 before the 2028 annual meeting unless at least 75% of directors decide otherwise.