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

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☑	No fee required.

☐	Fee paid previously with preliminary materials

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 4, 2024

Tracy D. Graham

Chairman, Lippert Board of Directors

Dear Fellow Stockholders:

You are cordially invited to join us for our 2024 Annual Meeting of Stockholders, which will be held in a virtual format only on May 16, 2024, 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 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES

LCI INDUSTRIES

3501 County Road 6 East

Elkhart, Indiana 46514

Notice of Annual Meeting of Stockholders to be held May 16, 2024

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 16, 2024, 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, 2024;
	(4)	To approve an amendment to the Company’s Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law; and
	(5)	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors has fixed March 22, 2024, 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 at the Company’s office for ten days prior to the meeting.

	By Order of the Board of Directors,

	ANDREW J. NAMENYE
	Executive Vice President, Chief Legal Officer, and Corporate Secretary

Dated: April 4, 2024

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 16, 2024.

	THIS NOTICE OF ANNUAL MEETING, PROXY STATEMENT, AND OUR 2023 ANNUAL REPORT TO STOCKHOLDERS, INCLUDING OUR 2023 ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT HTTP://WWW.PROXYVOTE.COM.

4	NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT \| LCI INDUSTRIES

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

ENVIRONMENTAL AND SOCIAL

PROXY STATEMENT

General Information

VOTING SECURITIES

Vote Required on Proposals

Recommendations of the Board of Directors

Principal Holders of Voting Securities

Security Ownership of Certain Beneficial Owners and Management

Delinquent Section 16(a) Reports

PROPOSAL 1. ELECTION OF DIRECTORS

Director Qualifications and Selection Process

Director Skills and Experiences

Our Director Nominees

CORPORATE GOVERNANCE AND RELATED MATTERS

Statement Regarding Corporate Governance

Board of Directors and Director Independence

Leadership Structure

Executive Sessions

Board Committees

Compensation-Related Risk

Compensation Recovery Policy

Director Stock Ownership Requirements

Team Members and Directors Guidelines for Business Conduct

Management and Board Succession

Contacting the Board of Directors

Prohibition on Hedging by Directors and Team Members

DIRECTOR COMPENSATION

Discussion of Director Compensation

EXECUTIVE COMPENSATION

A Message from our Compensation and Human Capital Committee

Business Performance Highlights

Compensation Discussion and Analysis

Report of the Compensation and Human Capital Committee

Summary Compensation Table

Grants of Plan-Based Awards Table

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Non-Qualified Deferred Compensation

Potential Payments on Termination or Change-In-Control

EQUITY COMPENSATION PLAN INFORMATION

CEO PAY RATIO

PAY VERSUS PERFORMANCE

TRANSACTIONS WITH RELATED PERSONS

Approval of Certain Related Person Transactions

Compensation and Human Capital Committee Interlocks and Insider Participation

PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 3. RATIFICATION OF APPOINTMENT OF AUDITORS

Fees for Independent Auditors

REPORT OF THE AUDIT COMMITTEE

PROPOSAL 4. AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION

TRANSACTION OF OTHER BUSINESS

STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING

APPENDIX A

APPENDIX B

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, 2023. 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 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES

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 2023 Annual Report carefully before voting.

2024 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:	May 16, 2024, at 9:00 A.M. ET
Place:	www.virtualshareholdermeeting.com/LCII2024
Record Date:	March 22, 2024

VOTING MATTERS AND BOARD RECOMMENDATIONS

Voting Matter		Board Recommendation	Page Number with More Information
Proposal 1:

SEC Form DEF 14A filed by LCI Industries