LENNOX INTERNATIONAL INC (LII)
Sector: Industrials
2026 Annual Meeting Analysis
LENNOX INTERNATIONAL INC · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class I Directors for a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders
Director since 2001 with no overboarding, no attendance issues, and no independence concerns; LII's 3-year price return of 99.3% is strong positive, and the gap versus the XLI sector ETF fallback is only +18.2pp, well below the 65pp threshold required to trigger an against vote, so the TSR test does not fire.
Director since 2014 with one outside public board seat (Cummins Inc.), well within limits; TSR trigger does not apply given the strong 3-year performance gap of +18.2pp versus XLI, far below the 65pp threshold; no independence, attendance, or qualification concerns.
Director since 2020 with no overboarding, no attendance issues, and no independence concerns; TSR trigger does not apply — the XLI ETF fallback gap is only +18.2pp versus the 65pp strong-positive threshold; brings deep technology and cybersecurity experience relevant to Lennox's strategy.
All three Class I nominees — John W. Norris III, Karen H. Quintos, and Shane D. Wall — pass every policy screen. Lennox's 3-year price return of 99.3% is strongly positive, and the company outperformed the XLI sector ETF by 18.2 percentage points, well below the 65pp threshold needed to trigger a TSR-based against vote. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Alok Maskara
Total Comp
$8,434,155
Prior Support
93%%
CEO total compensation of $8.43 million is positioned at or below the median of Lennox's disclosed 15-company peer group (the proxy states CEO target total direct compensation was below peer median), passing the pay level screen. The compensation structure is strongly performance-oriented: a majority of pay is variable, including performance stock awards tied to 3-year ROIC and core net income growth targets, stock appreciation rights, and an annual cash bonus tied to pre-set financial goals — all with meaningful performance conditions. Pay-for-performance alignment is well demonstrated: executives received only about 90% of target on the annual bonus due to below-target cash flow and revenue, while the 3-year performance stock awards paid out at approximately 196% of target consistent with exceptional ROIC results and strong earnings growth over the 2023–2025 period, during which the company delivered a 109% total shareholder return. Prior-year say-on-pay support was 93%, well above the 70% threshold that would require a negative response, and the company has robust governance practices including a clawback policy, anti-hedging and pledging prohibitions, and double-trigger change-in-control provisions.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
1 yrs
Audit Fees
$3,339,000
Non-Audit Fees
$49,000
EY was only engaged in 2025 (its first year as Lennox's auditor following KPMG's dismissal), so tenure concerns do not apply. Non-audit fees paid to EY in 2025 (tax and audit-related fees totaling approximately $49,000) represent roughly 1.5% of EY's audit fees of $3,339,000, far below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a company of Lennox's size and complexity, and no material financial restatements were identified.
Overall Assessment
Lennox International's 2026 annual meeting ballot contains three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive FOR votes under the applicable policy. The company's strong 3-year total shareholder return of 99.3%, well-structured and performance-linked executive pay program, newly engaged Big 4 auditor with minimal non-audit fees, and clean director slate with no overboarding or independence issues result in a straightforward all-FOR ballot.