lii-20260406

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. )


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 Pursuant to §240.14a-12

LENNOX INTERNATIONAL INC.

(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 in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF 2026 ANNUAL MEETING OF

STOCKHOLDERS


Meeting Information
DATE AND TIME Thursday, May 21, 2026 \| 10:30 a.m., Central Daylight Time
LOCATION Virtual Meeting. You must register in advance at www.proxydocs.com/LII to attend. After registering, you will receive further instructions by email, including a unique link to access the 2026 Annual Meeting.


Agenda						Board Recommendation
Proposal 1 To elect three Class I directors for a three-year term expiring at the 2029 Annual Meeting of Stockholders						þ FOR each director nominee
Proposal 2 To conduct an advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement						þ FOR
Proposal 3 To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2026 fiscal year						þ FOR
Transact any other business that may properly come before the 2026 Annual Meeting in accordance with the terms of our Bylaws

Voting Methods Available to You

INTERNET Visit the website on your Proxy Card

BY MAIL Mark, sign, date, and return your Proxy Card in the postage-paid envelope

Your vote is important. Please submit your proxy or voting instructions as soon as possible

TELEPHONE Call the number on your Proxy Card

DURING THE MEETING You must register in advance at www.proxydocs.com/LII to virtually attend and vote during the 2026 Annual Meeting

Who May Vote Our stockholders of record at the close of business on March 26, 2026, are entitled to notice of, and to vote at, the 2026 Annual Meeting

Important Notice Regarding the Availability of Proxy Materials for the for the Stockholder Meeting to be Held on May 21, 2026:

The Proxy Statement, Proxy Card, and Annual Report on Form 10-K for the fiscal year ended December 31, 2025, accompany this Notice and are available at www.lennox.com and www.proxydocs.com/LII.

By Order of the Board of Directors,

Monica M. Brown

Corporate Secretary

TABLE OF CONTENTS


			Page

GENERAL INFORMATION REGARDING THE 2026 ANNUAL MEETING OF STOCKHOLDERS			1
EXECUTIVE SUMMARY			2
PROPOSALS REQUIRING YOUR VOTE			8
PROPOSAL 1 ELECTION OF DIRECTORS			8
PROPOSAL 2 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			18
PROPOSAL 3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2026 FISCAL YEAR			19
AUDIT COMMITTEE REPORT			21
CORPORATE GOVERNANCE

SEC Form DEF 14A filed by Lennox International Inc.