Lennox International (LII) Proxy filing summary

Executive summary

• Delivered solid financial results in 2025, achieving record segment profit margin of 20.4% and adjusted diluted EPS growth of 2%.

• Launched low GWP products, expanded through acquisitions, and announced a water heater JV.

• Recognized for sustainability, innovation, and as a top workplace; aligned reporting with SASB and TCFD standards.

• Board composition is 89% independent, with diverse skills and backgrounds; regular refreshment and succession planning.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms expiring in 2029.

• Advisory vote to approve executive compensation (Say-on-Pay).

• Ratification of Ernst & Young LLP as independent auditor for 2026, following a transition from KPMG.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes; 89% are independent.

• Independent Chair leads the Board; all key committees are 100% independent.

• Annual self-evaluations, mandatory retirement age, and robust nomination process ensure board effectiveness.

• Stock ownership guidelines and anti-hedging/pledging policies in place.