Lennox International (NYSE: LII) details 2026 vote results, board change
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Lennox International Inc. reported the results of its 2026 annual stockholder meeting and a change on its Board of Directors. Director Sivasankaran Somasundaram resigned from the Board, effective immediately, citing other professional responsibilities, and the Board size was reduced from nine to eight members.
Stockholders elected three Class I directors, John W. Norris, III, Karen H. Quintos, and Shane D. Wall, to terms expiring at the 2029 annual meeting. An advisory vote on named executive officer compensation passed with approximately 98% support of votes cast, and stockholders ratified Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 5.07
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares entitled to vote: 34,817,885 shares
Vote for John W. Norris, III: 27,631,287 votes for
Vote for Karen H. Quintos: 27,331,816 votes for
+3 more
6 metrics
Shares entitled to vote
34,817,885 shares
Common stock issued and outstanding as of March 26, 2026 record date
Vote for John W. Norris, III
27,631,287 votes for
Election as Class I director, term expiring 2029 annual meeting
Vote for Karen H. Quintos
27,331,816 votes for
Election as Class I director, term expiring 2029 annual meeting
Vote for Shane D. Wall
28,963,545 votes for
Election as Class I director, term expiring 2029 annual meeting
Say-on-pay support level
approximately 98%
Advisory vote approval of named executive officer compensation
Auditor ratification votes for
32,108,994 votes for
Ratification of Ernst & Young LLP for fiscal year 2026
Key Terms
advisory vote, named executive officers, independent registered public accounting firm, broker non-votes, +1 more
5 terms
advisory vote regulatory
"an advisory vote to approve the compensation of the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
named executive officers financial
"an advisory vote to approve the compensation of the Company’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm regulatory
"the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes regulatory
"Votes For | Votes Against | Votes Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Class I Directors regulatory
"the election of three Class I Directors to the Board of Directors to serve for a three-year term"
Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.
FAQ
What board change did Lennox International (LII) announce in this filing?
Lennox International announced that director Sivasankaran Somasundaram resigned from the Board, effective immediately. He stepped down due to other professional responsibilities and time commitments, and the Board reduced its size from nine directors to eight following his departure.
Which directors were elected at Lennox International’s 2026 annual meeting?
Stockholders elected John W. Norris, III, Karen H. Quintos, and Shane D. Wall as Class I directors. Each will serve a three-year term that expires at the 2029 annual meeting of stockholders, based on the vote results disclosed in the meeting summary.
Which audit firm did Lennox International stockholders ratify for 2026?
Stockholders ratified Ernst & Young LLP as Lennox International’s independent registered public accounting firm for fiscal year 2026. The ratification received 32,108,994 votes for, 8,961 votes against, and 14,681 abstentions, with no broker non-votes reported on this proposal.