LCI INDUSTRIES (Form: 8-K, Received: 05/17/2024 08:04:42)

0000763744FALSE--12-3100007637442024-05-162024-05-16

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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

LCI INDUSTRIES

(Exact name of registrant as specified in its charter)

Delaware

001-13646

13-3250533

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

3501 County Road 6 East,

Elkhart,

Indiana

46514

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(574)

535-1125

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	LCII	New York Stock Exchange

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 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


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

3.1

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)

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

CERTIFICATE OF AMENDMENT TO THE

RESTATED CERTIFICATE OF INCORPORATION OF

LCI Industries, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

1. Article SIXTH of the Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended to read in its entirety as follows:

SIXTH: The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto. If Section 145 shall be repealed, the Corporation shall indemnify any persons, and to the same extent, as it would have been able to do under Section 145 in the form Section 145 existed immediately before its repeal as if it had not been repealed. The by-laws of the Corporation as adopted and amended from time to time by the Board of Directors may make any provision with respect to the indemnification permitted by this Article SIXTH in furtherance of the indemnification provisions of this Article SIXTH, provided such by-law or by-laws are not inconsistent with this Article SIXTH or Section 145, and provided further that no by-law in any way diminishes the scope or extent of the indemnification provided for in this Article SIXTH or in Section 145. No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or an officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) in the case of an officer, in any action by or in the right of the Corporation. If the Delaware General Corporation Law is amended after approval by the stockholders of this provision to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

2. The amendment described herein has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the authorized officer named below, this 16th day of May, 2024.


			LCI INDUSTRIES

			By:			/s/Andrew J. Namenye
						Name: Andrew J. Namenye
						Title: Executive Vice President, Chief Legal Officer, and Corporate Secretary