LCI Industries filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2024
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | ||||
As further described below in Item 5.07 of this Current Report on Form 8-K, on May 16, 2024, at the Annual Meeting of Stockholders of LCI Industries (the “Company”), the Company’s stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Restated Certificate of Incorporation to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law. On May 16, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation that sets forth the Exculpation Amendment (the “Certificate of Amendment”).
A description of the Exculpation Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2024, in the section entitled “Proposal 4 – Amendment to the Company’s Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware Law.” The foregoing description of the Exculpation Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on May 16, 2024. The total shares outstanding on the record date, March 22, 2024, were 25,448,136. The total shares represented at the meeting in person or by proxy were 24,399,587. The following matters were voted upon:
(1) To elect a Board of ten Directors:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Tracy D. Graham | 22,874,991 | 207,306 | 4,630 | 1,312,660 | ||||||||||
| Brendan J. Deely | 22,668,399 | 413,501 | 5,027 | 1,312,660 | ||||||||||
| James F. Gero | 22,664,414 | 416,504 | 6,009 | 1,312,660 | ||||||||||
| Virginia L. Henkels | 22,954,973 | 126,903 | 5,051 | 1,312,660 | ||||||||||
| Jason D. Lippert | 22,900,759 | 181,851 | 4,317 | 1,312,660 | ||||||||||
| Stephanie K. Mains | 23,006,774 | 75,526 | 4,627 | 1,312,660 | ||||||||||
| Linda K. Myers | 22,821,862 | 259,239 | 5,826 | 1,312,660 | ||||||||||
| Kieran M. O’ Sullivan | 22,863,085 | 218,691 | 5,151 | 1,312,660 | ||||||||||
| David A. Reed | 22,982,951 | 98,476 | 5,500 | 1,312,660 | ||||||||||
| John A. Sirpilla | 22,959,285 | 122,334 | 5,308 | 1,312,660 | ||||||||||
Each of the persons listed above were elected to serve as Directors until the next Annual Meeting of Stockholders.
(2) To approve, in a non-binding advisory vote, the compensation of the named executive officers:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 19,266,079 | 3,811,895 | 8,953 | 1,312,660 | ||||||||
(3) To ratify the selection of KPMG LLP as independent auditors for the year ending
December 31, 2024:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 24,157,315 | 238,423 | 3,849 | — | ||||||||
(4) To approve an amendment to the Company’s Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 19,559,958 | 3,513,565 | 13,404 | 1,312,660 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | ||||||||||||||||
| Certificate of Amendment to the Restated Certificate of Incorporation of LCI Industries, dated May 16, 2024 | |||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||||||||
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.
LCI INDUSTRIES | |||||
(Registrant) | |||||
By: /s/ Lillian D. Etzkorn Lillian D. Etzkorn Chief Financial Officer | |||||
| Dated: | May 17, 2024 | ||||