LCI Industries (LCII) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 15, 2025, with a record date of March 21, 2025.

• Key business includes electing nine directors, an advisory vote on executive compensation, and ratifying KPMG LLP as auditor.

• 2024 saw $3.7B in net sales (down 1%), $143M net income (up 123%), $344M EBITDA (up 35%), and $109M returned to shareholders via dividends.

• The company reduced indebtedness by $89M and maintained strong liquidity with $166M in cash and $453M in credit availability.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, approving executive compensation (say-on-pay), and ratifying KPMG LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholders have one vote per share; major institutional holders include BlackRock (16%), Vanguard (10.9%), Kayne Anderson Rudnick (9.1%), and FMR (8.3%).

• Procedures for submitting shareholder proposals and director nominations for 2026 are outlined.

Board of directors and corporate governance

• Eight of nine director nominees are independent; all directors are elected annually by majority vote.

• Board committees include Audit, Compensation and Human Capital, Corporate Governance/Nominating/Sustainability, Risk, and Strategy/Acquisition/Capital Deployment.

• Chairman and CEO roles are separated; independent directors meet regularly without management.

• Board diversity: 33% gender diversity among nominees; average board experience is 20 years.

• Directors are subject to stock ownership requirements and a prohibition on hedging.