DEF 14A 1 ny20002231x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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April 4, 2022

Tracy D. Graham

Chairman, Lippert Board of Directors

Dear Fellow Stakeholders:

You are cordially invited to join us for our 2022 Annual Meeting of Stockholders, which will be held in a virtual format only on May 19, 2022, at 9:00 A.M. ET.

The Notice of Annual Meeting of Stockholders and the Proxy Statement that follow describe the business to be conducted at the annual meeting. Members of our Board of Directors and executive officer team plan to be present at the meeting and available to answer questions regarding the Company.

Your vote is very important. Whether or not you expect to attend the meeting, we encourage you to submit your proxy through the Internet or by mail. This will ensure that your shares are represented at the meeting. Even if you submit a proxy, you may revoke it at any time before it is voted. If you attend the meeting and wish to vote via the online platform, you will be able to do so even if you have previously submitted a proxy through the Internet or by mail.

We appreciate your continued support of our Company.

	Sincerely,

TRACY D. GRAHAM

Chairman of the Board

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES 3

LCI INDUSTRIES

3501 County Road 6 East

Elkhart, Indiana 46514

Notice of Annual Meeting of Stockholders to be held May 19, 2022

NOTICE IS HEREBY GIVEN to the holders of common stock of LCI Industries that the Annual Meeting of Stockholders of LCI Industries (the “Company”) will be held in a virtual format only on May 19, 2022, at 9:00 A.M. ET, for the following purposes:

	(1)	To elect ten Directors to serve until the next Annual Meeting of Stockholders, each as recommended by the Board of Directors;

	(2)	To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers as described in the accompanying Proxy Statement;

	(3)	To ratify the appointment of KPMG LLP as independent auditor for the Company for the year ending December 31, 2022; and

	(4)	To transact such other corporate business as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors has fixed March 25, 2022, as the record date for the meeting, and only holders of record of the Company’s common stock at the close of business on that date will be entitled to vote on all matters to be considered at the meeting or any adjournment or postponement thereof.

A list of all stockholders entitled to vote at the meeting will be available for inspection for ten days prior to the meeting at the office of the Company and will be available for inspection online during the meeting.

By Order of the Board of Directors,

ANDREW J. NAMENYE

Executive Vice President, Chief Legal Officer,

and Corporate Secretary

Dated: April 4, 2022

Elkhart, IN

NOTICE TO HOLDERS OF COMMON STOCK

	YOUR PROXY IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES THROUGH THE INTERNET OR, IF YOU RECEIVED A PRINTED COPY OF THE PROXY CARD BY MAIL, BY SIGNING, DATING, AND MAILING THE PROXY CARD IN THE ENVELOPE PROVIDED.


	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON MAY 19, 2022.

	THIS NOTICE OF ANNUAL MEETING, PROXY STATEMENT, AND OUR 2021 ANNUAL REPORT TO STOCKHOLDERS, INCLUDING OUR 2021 ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT HTTP://WWW.PROXYVOTE.COM.

4 NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES

TABLE OF CONTENTS

6	PROXY STATEMENT SUMMARY

9	ENVIRONMENTAL AND SOCIAL

12	PROXY STATEMENT
12	General Information

13	VOTING SECURITIES
13	Vote Required on Proposals
14	Recommendations of the Board of Directors
14	Principal Holders of Voting Securities
15	Security Ownership of Certain Beneficial Owners and Management
16	Delinquent Section 16(a) Reports

17	PROPOSAL 1. ELECTION OF DIRECTORS
17	Director Qualifications and Selection Process
19	Our Director Nominees

23	CORPORATE GOVERNANCE AND RELATED MATTERS
23	Statement Regarding Corporate Governance
23	Board of Directors and Director Independence
24	Leadership Structure
24	Executive Sessions
24	Board Committees
27	Compensation-Related Risk
27	Compensation Recoupment Policy
27	Director Stock Ownership Requirements
28	Team Members and Directors Guidelines for Business Conduct
28	Management and Board Succession
28	Contacting the Board of Directors
28	Prohibition on Hedging by Directors and Team Members

29	DIRECTOR COMPENSATION
30	Discussion of Director Compensation

31	EXECUTIVE COMPENSATION

31	A Message from our Compensation Committee
32	Business Performance Highlights
32	Compensation Discussion and Analysis
47	Report of the Compensation Committee
48	Summary Compensation Table
51	Grants of Plan-Based Awards Table
53	Outstanding Equity Awards at Fiscal Year-End
54	Option Exercises and Stock Vested
54	Non-Qualified Deferred Compensation
55	Potential Payments on Termination or Change- In-Control

59	EQUITY COMPENSATION PLAN INFORMATION

60	CEO PAY RATIO

60	TRANSACTIONS WITH RELATED PERSONS
61	Approval of Certain Related Person Transactions
61	Compensation Committee Interlocks and Insider Participation

62	PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION

63	PROPOSAL 3. RATIFICATION OF APPOINTMENT OF AUDITORS
63	Fees for Independent Auditors

64	REPORT OF THE AUDIT COMMITTEE

65	TRANSACTION OF OTHER BUSINESS

66	STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING

70	APPENDIX A

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements included in this Proxy Statement regarding future performance and results, expectations, plans, strategies, priorities, commitments, and other statements that are not historical facts are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based upon current beliefs, expectations, and assumptions and are subject to significant risks, uncertainties, and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021. Readers of this Proxy Statement are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES 5

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement and our 2021 Annual Report carefully before voting.

2022 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:	May 19, 2022, at 9:00 A.M. ET
Place:	www.virtualshareholdermeeting.com/LCII2022
Record Date:	March 25, 2022

VOTING MATTERS AND BOARD RECOMMENDATION

Voting Matter		Board Recommendation	Page Number with More Information
Proposal 1:	Election of ten Directors	FOR each nominee	17
Proposal 2:	Advisory vote to approve the compensation of the Company’s named executive officers	FOR	62
Proposal 3:	To ratify the appointment of KPMG LLP as independent auditor for the Company for the year ending December 31, 2022	FOR	63

DIRECTOR NOMINEES

A - Audit C - Compensation CGNS - Corporate Governance, Nominating, and Sustainability

For more information, visit page 19.

R - Risk SACD - Strategy, Acquisition, and Capital Deployment

* - Chairman of the Board

6 NOTI CE OF 2022 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES 7

CORPORATE GOVERNANCE HIGHLIGHTS

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9 of 10 Director Nominees are Independent

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Independent Chairman of the Board

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Annual Election of All Directors

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Directors Elected by Majority Vote in Uncontested Director Elections

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Annual Board and Committee Evaluations

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Extensive Board Oversight of Risk Management, Including Separate Risk Committee

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Non-Employee Directors Regularly Meet Without Management Present

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Single Class Voting Structure (One Share, One Vote)

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Guidelines for Business Conduct Applicable to All Team Members and Directors

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Code of Ethics for Senior Financial Officers

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No Supermajority Voting Requirements

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No Shareholder Rights Plan (Poison Pill)

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Board Oversight of Environmental, Sustainability, and Social Matters

2021 COMPENSATION<

SEC Form DEF 14A filed by LCI Industries