(d) Election of Director

On July 12, 2019, the Board of Directors (the “Board”) of Lennox International Inc. (the “Company”) elected Sherry L. Buck to the Board to serve as a Class II director. Ms. Buck’s term will expire at the Company’s 2021 annual meeting of stockholders.

Ms. Buck was also named to the Audit Committee and the Public Policy Committee.

Sherry L. Buck, age 55, is the Senior Vice President and Chief Financial Officer of Waters Corporation, a New York Stock Exchange listed specialty measurement company serving the life, materials and food sciences industries. Prior to joining Waters in January 2017, Ms. Buck served as the Vice President, Chief Financial Officer of Libbey Inc. Prior to this role, Ms. Buck held several finance and operating positions from 1993 to 2012 at Whirlpool Corporation, a global appliance manufacturer. She began her career at Price Waterhouse in Kansas City. Ms. Buck>holds a BS in accounting from the University of Missouri.

As compensation for her service on the Board, Ms. Buck will receive an annual retainer of $110,000 with up to $90,000 payable in cash and the remainder payable in Company common stock. In addition, Ms. Buck will be eligible to receive annual long-term incentive compensation in the form of restricted stock units (“RSUs”), subject to continued service as a director. In 2019, the Board anticipates that the targeted delivered value of the RSUs will be $120,000. The RSU’s under this program generally vest three years following the date of grant subject to continued service as a director of the Company and the other terms and conditions of the RSUs. Ms. Buck’s compensation is consistent with the Company’s current Board compensation program applicable to the Company’s other non-employee directors.

The Board of Directors has affirmatively determined that Ms. Buck is independent and has no material direct or indirect interest in a related party transaction which requires disclosure.

Ms. Buck and the Company will enter into an indemnification agreement (the “Indemnification Agreement”) which will provide indemnification protection for Ms. Buck in connection with her service as a director of the Company. The Indemnification Agreement is substantially similar to the form filed as Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (Registration No. 333-75725) filed on April 6, 1999 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT

NUMBER DESCRIPTION

About LENNOX INTERNATIONAL INC. (NYSE:LII)

Lennox International Inc. (LII) is a global provider of climate control solutions. The Company designs, manufactures and markets a range of products for the heating, ventilation, air conditioning and refrigeration (HVACR) markets. The Company operates in three segments: Residential Heating & Cooling; Commercial Heating & Cooling, and Refrigeration. The Residential Heating & Cooling segment manufactures and markets a range of furnaces, air conditioners, heat pumps, packaged heating and cooling systems, equipment and accessories. The Commercial Heating & Cooling segment manufactures and sells unitary heating and cooling equipment used in light commercial applications. The Refrigeration segment manufactures and markets equipment for the global commercial refrigeration markets under the Heatcraft Worldwide Refrigeration name. The Company sells its products and services through a combination of direct sales, distributors and company-owned parts and supplies stores.