Lennox International Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
$LII
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 7, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (972 )497-5000
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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).
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 4.01 | Changes in Registrant’s Certifying Accountant. | ||||
KPMG LLP (“KPMG”), Lennox International Inc.'s (the “Company”) independent registered public accounting firm, has served as the Company’s auditor since 2002. As a matter of good corporate governance, the Audit Committee of the Board of Directors (the “Audit Committee”), with the assistance of management, issued a Request for Proposal (“RFP”) regarding the Company’s engagement of an independent registered public accounting firm to audit the Company’s consolidated financial statements for its fiscal year ending December 31, 2025 (the “2025 Audit”). Thereafter, the Audit Committee conducted a comprehensive, competitive RFP process. The Audit Committee invited multiple firms to participate in this RFP process.
(a) Previous Independent Registered Public Accounting Firm
On March 7, 2025, the Audit Committee approved the dismissal of KPMG. KPMG was notified of the dismissal on March 10, 2025.
KPMG’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion; nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through March 10, 2025, there were: (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided KPMG with a copy of the foregoing disclosures and has requested that KPMG furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether KPMG agrees with the statements made by the Company set forth above. A copy of KPMG’s letter, dated March 13, 2025, is filed as Exhibit 16.1 to this Form 8-K.
(b) New Independent Registered Public Accounting Firm
On March 7, 2025, the Audit Committee approved the engagement of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the Company’s 2025 Audit. EY was engaged effective March 12, 2025.
During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through March 12, 2025, neither the Company nor anyone on its behalf has consulted with EY regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | ||||
EXHIBIT NUMBER | DESCRIPTION | ||||||||||
| 16.1 | |||||||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | ||||||||||
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.
LENNOX INTERNATIONAL INC.
| Date: March 13, 2025 | ||||||||
| By: | /s/ Jennifer S. Perry | |||||||
| Name: | Jennifer S. Perry | |||||||
| Title: | Assistant Secretary | |||||||