LCI Industries (LCII) Proxy filing summary

Executive summary

• Monomoy made an unsolicited, nonbinding $101-per-share cash offer; the board found it neither a Superior Proposal nor reasonably likely to become one and reaffirmed its merger recommendation.

• The proposed transaction with Patrick remains subject to merger-agreement conditions; the special meetings are scheduled for November 18, 2026.

Voting matters and shareholder proposals

• The target special meeting is set for November 18, 2026, at 9:00 a.m. ET; Patrick’s meeting is at 10:00 a.m. ET. Proposals include merger approval, Patrick’s share issuance and authorized stock increase.

• Previously delivered proxies remain valid; holders need take no action unless they wish to revoke or change a proxy. Other holders are urged to submit proxies promptly.

Board of directors and corporate governance

• From October 23–29, the board reviewed Monomoy’s offer with management and advisors, considered fiduciary duties and merger-agreement restrictions, and assessed standalone and merger value.

• The board compared Monomoy’s $101 offer with a $142–$165-per-share standalone DCF range and the merger’s expected long-term value; it determined the offer was not a Superior Proposal.

• Updated projections reflected continued RV-industry softness and lower shipment expectations; Patrick’s forecasts assumed faster market recovery in later years than the target’s forecasts, but sensitivity scenarios did not materially affect implied exchange ratios.

• PWP was not asked to provide, and did not provide, an updated opinion; its previously described opinion and analyses speak only as of June 30, 2026.