CORPORATE
GOVERNANCE AND RELATED MATTERS
Statement
Regarding Corporate Governance
The
Company regularly monitors developments in the area of corporate governance, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform Act of 2010 (the “Dodd-Frank Act”), and rules promulgated by the SEC and the NYSE. The
Company complies with all laws and rules applicable to corporate governance, and has continually implemented “best practices” as the Company deems appropriate to protect and enhance stockholders’ interests.
The
Company’s Governance Principles, as well as the Charters of the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, the Risk Committee, and the Strategy and Acquisition Committee, and the Key
Practices of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee, in addition to the Company’s Guidelines for Business Conduct, Code of Ethics for Senior Financial Officers, and Whistleblower
Policy, can be accessed on the Company’s website at
www.lci1.com/investors
under “Corporate Governance.” A copy of any corporate governance document will be furnished, without charge, upon written request to Secretary, LCI Industries,
4100 Edison Lakes Parkway, Suite 210, Mishawaka, Indiana 46545. Information on our website is not incorporated by reference into this Proxy Statement.
Board of
Directors and Director Independence
Directors
are elected annually by the Company’s stockholders for one-year terms. The Board currently consists of eight independent Directors, one Director, Jason D. Lippert, who is employed by the Company as its Chief Executive Officer, and one Director,
Ronald J. Fenech, who is affiliated with a customer of the Company.
The
Board of Directors reviews at least annually the independence of each Director. During these reviews, the Board considers transactions and relationships between each Director (and his or her immediate family and affiliates) and the Company and
Management to determine whether any such transactions or relationships are inconsistent with a determination that the Director is independent. The review is based primarily on responses of the Directors to questions in a directors’ and
officers’ questionnaire regarding employment, business, familial, compensation, and other relationships. In reviewing the independence of the Directors, the Board applies the standards that it has adopted to assist it in making determinations
of independence and that are contained in the Company’s Governance Principles, which are available on the Company’s website at
www.lci1.com/investors
under “Corporate Governance.” In March 2019, the Board determined that none of Messrs.
Gero, Crespo, Deely, Graham, Hegi, O’Sullivan, or Reed, nor Ms. Henkels, has any material relationship with the Company or its subsidiaries. Accordingly, the Board has determined that each of these eight Directors meets the “independence”
standards of the NYSE.
As
part of its review of the independence of the Directors, the Board considered the fact that one of the Company’s customers is an entity that manufactures pontoon boats, Barletta Boat Company, LLC (“Barletta”). The President and 38% owner of
Barletta, William Fenech, is the brother of Ronald Fenech, one of our Directors. Ronald Fenech is also a co-owner of Barletta, holding a 38% ownership interest, and is a director of that entity. Although the purchases by Barletta from the
Company were, and future purchases will be, entered into in the ordinary course of business on an arm’s length basis, and contained, and will contain, customary terms and conditions on substantially the same terms as comparable transactions
with unrelated third parties, in 2018, Barletta paid the Company amounts that exceed the limitation in the director “independence” standards of the NYSE. As a result, the Board determined that Mr. Fenech is not an independent Director. Mr.
Fenech does not serve on any of the Audit Committee, Compensation Committee, or Corporate Governance and Nominating Committee.
The
independent Directors have complete access to, and are encouraged to communicate with, the Company’s Chief Executive Officer and any other executives of the Company. During the year ended December 31, 2018, the Board of Directors held eight
meetings. All Directors attended at least 75% of the regularly scheduled and special meetings of the Board and the Board committees on which they served.
Board
members are expected to attend the Company’s annual meetings. At the Company’s 2018 Annual Meeting, all members of the Board were present.