LCI INDUSTRIES (NYSE:LCII) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

LCI INDUSTRIES (NYSE:LCII) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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The Compensation Committee (the “Committee”) of the Board of Directors of LCI Industries (the “Company”), in connection with the determination of various executive compensation matters, approved terms and conditions for the 2019 annual award of incentive grants of performance stock units (“PSUs”) and restricted stock units (“RSUs”) for certain of the Company’s senior officers to the LCI Industries 2018 Omnibus Incentive Plan (the “Plan”), which awards had a grant date of March 7, 2019. The PSU and RSU awards were made under new forms of award agreements approved by the Committee. The awards of PSUs are based on return on invested capital (as it may be adjusted, “ROIC”) of the Company for 2021, and include an opportunity for additional PSUs to be earned depending on the extent to which the Company’s revenues are diversified in 2021. Any earned PSUs under those awards will vest at the time the Committee determines the number of PSUs earned. The RSUs vest over a three-year period, with one-third vesting each year on the anniversary of the grant date.

The description of the terms of the PSUs and the RSUs contained herein is qualified in its entirety by reference to the applicable forms of those award agreements, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference and constitute a part of this report.

In addition, on March 7, 2019, the Company’s subsidiary Lippert Components, Inc. (“Lippert”) entered into Extension Agreements (the “Extension Agreements”) withcertain of the Company’s executive officers, including each of the following individuals who were the Named Executive Officers of the Company in the Company’s Proxy Statement for its 2018 Annual Meeting of Stockholders and who are currently employed by the Company: Jason D. Lippert, Chief Executive Officer; Brian M. Hall, Chief Financial Officer; Jamie M. Schnur, Chief Administrative Officer; and Nick C. Fletcher, Chief Human Resources Officer. The Extension Agreements provide that the 24-month period following termination of employment during which the restrictive covenant provisions contained in the respective Executive Employment Agreement between each individual and Lippert is extended for an additional 12-month period. The Extension Agreements also provide for a special award of RSUs to be granted to those officers, which RSUs will vest over a three-year period, with one-third vesting each year on the anniversary of the grant date. Such RSUs were granted on March 7, 2019, under the form of RSU award agreement attached to this report as Exhibit 10.2.

The description of the terms of the Extension Agreements is qualified in its entirety by reference to the form of Extension Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference and constitutes a part of this report. The form of Executive Employment Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 4, 2015.

Item 9.01Financial Statements and Exhibits

Exhibits

10.1

Form of 2019 Performance Stock Unit Award Agreement under the LCI Industries 2018 Omnibus Incentive Plan

10.2

Form of Restricted Stock Unit Award Agreement (Executives) under the LCI Industries 2018 Omnibus Incentive Plan (Revised February 2019)

10.3

Form of Extension Agreement with certain executive officers

LCI INDUSTRIES Exhibit
EX-10.1 2 ex101lciperfstockunita.htm EXHIBIT 10.1 DocumentExhibit 10.1LCI INDUSTRIES2018 OMNIBUS INCENTIVE PLANPerformance Stock Unit Award Agreement        LCI Industries (the “Company”),…
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About LCI INDUSTRIES (NYSE:LCII)

LCI Industries, formerly Drew Industries Incorporated, through its subsidiary, Lippert Components, Inc. and its subsidiaries (LCI), supplies an array of components for the original equipment manufacturers (OEMs) of recreational vehicles (RVs) and adjacent industries. The Company’s segments include OEM Segment and Aftermarket Segment. The OEM Segment manufactures or distributes an array of components for the OEMs of RVs and adjacent industries, including buses; trailers used to haul boats, livestock, equipment and other cargo; pontoon boats; manufactured homes; modular housing, and mobile office units. The Aftermarket Segment supplies components to the related aftermarket channels of the RV and adjacent industries, primarily to retail dealers, wholesale distributors and service centers. Its products include steel chassis and related components; thermoformed bath, kitchen and other products; vinyl, aluminum and frameless windows; awnings and awning accessories, and other accessories.

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