Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2022
LCI INDUSTRIES
(Exact name of registrant as specified in its charter)
Delaware
001-13646
13-3250533
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
3501 County Road 6 East,
Elkhart,
Indiana
46514
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(574)
535-1125
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value
LCII
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 17, 2022, the Board of Directors (the “Board”) of LCI Industries (the “Company”), upon the recommendation of the Board’s Corporate Governance, Nominating, and Sustainability Committee, increased the size of the Board to eleven, and elected Linda K. Myers to serve as a member of the Board with a term to expire at the 2023 annual meeting of stockholders. Ms. Myers was also appointed to serve as a member of the Audit Committee, Corporate Governance, Nominating, and Sustainability Committee, and the Risk Committee of the Board.
There are no arrangements or understandings between Ms. Myers and any other persons pursuant to which she was appointed a director of the Company. She has no family relationships with any of the Company’s directors or executive officers, and she is not a party to, and she does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Ms. Myers will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2022. In connection with her appointment, on November 17, 2022, Ms. Myers received a grant of 708 restricted stock units, which will vest in full on the first anniversary of the grant date. In addition, Ms. Myers will execute the Company’s standard form of indemnification agreement, the form of which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on May 26, 2015.
Item 7.01 Regulation FD Disclosure.
On November 17, 2022, the Company issued a press release announcing the election of Ms. Myers to the Board of Directors. A copy of the press release is being furnished herewith as Exhibit 99.1.
104 Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
