8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2023

LCI INDUSTRIES
(Exact name of registrant as specified in its charter)
Delaware	001-13646		13-3250533
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
3501 County Road 6 East,	Elkhart,	Indiana	46514
(Address of principal executive offices)			(Zip Code)
Registrant's telephone number, including area code:			(574)	535-1125
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	LCII	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

LCI Industries (the “Company”) announced that its Board of Directors has appointed Lillian Etzkorn as the Company’s Executive Vice President and Chief Financial Officer, effective April 17, 2023, to succeed Brian M. Hall, who is resigning as Chief Financial Officer to pursue philanthropic ventures and opportunities, as well as to spend more time with his family, as previously disclosed. Following April 17, 2023, Mr. Hall will remain a full-time employee of the Company, in an advisory role to assist with the transition, until May 17, 2023, and will continue to receive his current base salary during that time. Following May 17, 2023, Mr. Hall will provide advisory services on a part-time basis until such time as the Company determines the transition is substantially complete, currently expected to be in early August 2023. During that time, Mr. Hall will be paid at the rate of $120 per hour for advisory services that he provides. Mr. Hall will also be eligible for a prorated bonus for the 2023 fiscal year, with the target amount being $540,000 for the full year and the proration to be based on a fraction, the numerator of which is the number of days between January 1, 2023 and May 17, 2023 and the denominator of which is 365. The actual bonus for fiscal 2023 (subject to proration) will be determined based on the Company’s actual performance determined on the same basis as for other senior executives of the Company.

Ms. Etzkorn, age 54, will join the Company after serving as Executive Vice President and Chief Financial Officer for Covia Corporation, a provider of high-quality minerals and material solutions for the industrial and energy markets from October 2021 to August 2022. Ms. Etzkorn previously served as Senior Vice President and Chief Financial Officer for Shiloh Industries, Inc. from July 2018 to October 2021. Prior thereto, Ms. Etzkorn served as Chief Financial Officer for CPI Card Group, and was the Vice President, Treasurer of Dana Inc. from September 2011 to January 2017. Ms. Etzkorn serves as a member of the Board of Directors of Matthews International Corporation. She holds a Bachelor of Arts degree in Business Administration and Marketing from Eastern Michigan University and an MBA from the University of Michigan.

There are no arrangements or understandings between Ms. Etzkorn and any other persons pursuant to which she was appointed the Company’s Executive Vice President and Chief Financial Officer. There are no family relationships between Ms. Etzkorn and any of the Company’s directors or executive officers, and Ms. Etzkorn does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On March 30, 2023, Ms. Etzkorn accepted a written offer letter from the Company establishing her compensation as our Chief Financial Officer. Pursuant to the offer letter, Ms. Etzkorn’s initial compensation will consist of the following:

•An initial annualized base salary of $525,000 per year;

•Eligibility to participate in the Company’s management incentive compensation plan for fiscal year 2023, with a target amount of $472,500, prorated for the number of months Ms. Etzkorn is employed in 2023;

•Equity awards consisting of:

◦$334,904 in restricted stock units that vest over a three-year period, with one-third vesting each year on the anniversary of the grant date; and

◦$425,275 in performance stock units, which can be earned based on whether and to what extent established return on invested capital performance goals for a three-year performance period of 2023 through 2025 are achieved;

•Automobile allowance of $750 per month;

•Reimbursement of relocation expenses;

•Ms. Etzkorn will enter into an Executive Employment Agreement with the Company for an initial three-year term; and

•Participation in all employee benefit plans and programs, including executive level plans and programs, to the extent that she meets the eligibility requirements for each plan or program.

The foregoing summary of the offer letter does not purport to be complete and is qualified in its entirety by reference to the full text of the offer letter, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference. A summary of the form of Executive Employment Agreement is included in the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on April 4, 2022. The form of Executive Employment Agreement was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2022, and is incorporated herein by reference as Exhibit 10.2.

Item 7.01 Regulation FD Disclosure

On April 5, 2023, the Company issued a press release related to the matters discussed in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

Exhibit Index

Exhibit Number	Description
10.1	Offer Letter between the Company and Lillian Etzkorn, accepted on March 30, 2023
10.2	Form of Executive Employment Agreement (Revised 2022) (incorporated by reference to Exhibit 10.3 included in the Company's Form 10-Q filed August 2, 2022)
99.1	Press Release dated April 5, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LCI INDUSTRIES
(Registrant)
By: /s/ Brian M. Hall Brian M. Hall Chief Financial Officer
Dated:	April 5, 2023

EX-10.1

Exhibit 10.1

March 29, 2023

Lillian Etzkorn

VIA email:

Dear Lillian:

We are pleased to extend an offer of employment to you as EVP & Chief Financial Officer of Lippert Components, Inc. (“Company” or “Lippert”). In this role you will be a duly appointed officer of the Company and will report to Jason Lippert, President & CEO, with a start date of April 17, 2023. Below is an outline of the compensation and benefits package the Company is offering for your consideration:

Salary: $525,000 (Five Hundred Twenty-Five Thousand Dollars) less applicable taxes and withholdings. You will be paid on a weekly basis, in accordance with Lippert's payroll practices and procedures for team members. Your pay will be subject to change from time to time based upon your job performance.

Short Term Incentive Compensation: You will be eligible to participate in the Company’s management incentive compensation plans, adopted by the Company from time to time, in the Company’s discretion and in accordance with such plans’ terms and conditions. Your target short-term incentive compensation for fiscal year 2023, payable in fiscal year 2024, is $472,500 (Four Hundred Seventy-Two Thousand Five Hundred Dollars), prorated for the number of months of the calendar year 2023 during which you are employed by the Company. The target(s) necessary to earn such prorated incentive compensation have been established by the Company in its 2023 management incentive compensation plan applicable to its Named Executive Officers and can be provided upon request.

Equity Awards: Equity awards are granted and approved by the Board of Directors of LCI Industries, in its discretion, and subject to the terms and conditions of the LCI Industries 2018 Omnibus Incentive Plan. You will be eligible to receive $472,500 (Four Hundred Seventy-Two Thousand Five Hundred Dollars) in restricted stock unit (“RSU”) value and $600,000 (Six Hundred Thousand Dollars) in performance stock unit (“PSU”) value. For 2023 the RSU and PSU awards will be prorated for the number of months during the calendar year 2023 during which you are employed by the Company. The RSUs and PSUs are governed by those certain award agreements to be entered into between you and the Company upon the grant of such awards. The target(s) necessary to earn such prorated stock-based awards shall be established by the Company in its 2023 management incentive compensation plans.

Auto Allowance: The Company will provide an automobile allowance of $750 per month, less applicable withholdings, in accordance with the Company’s automobile policy, together with reimbursement for gasoline, customary insurance, maintenance and registration fees on presentation of expense vouchers, to be used in connection with the business of the Company.

Team Member Benefits: As a full-time team member, you will be eligible to participate in company-sponsored team member benefit programs that include, but are not limited to, LCI's group medical, dental, vision, short-term and long-term disability and life insurance plans. Details of the benefit programs are contained in plan documents and summary plan descriptions that will be provided to you once you begin employment with the Company. Eligibility begins on the first of the month following your first sixty (60) days with the Company.

Long Term Disability: To supplement standard long-term disability coverage, the Company shall maintain, to the extent such coverage is available on commercially reasonable terms (as determined by the Company in its discretion), at no cost to you, disability insurance (subject to the terms and conditions of the underlying policy) providing for weekly payments in the event you are disabled, in the amount of not less than $120,000 per year. Such payments shall continue for the maximum available term after the commencement of disability.

401(k) Retirement Savings Plan (the “Plan”): The Company will make matching contributions of 100% on the first 3% of compensation you contribute to the Plan plus 50% on the next 2% of compensation you contribute to the Plan. Annual contribution limits are as defined by the IRS. You are eligible to participate after sixty (60) days of employment with the Company. Eligibility begins on the first of the month following your first sixty (60) days with the Company.

Deferred Compensation Program: You will be eligible to participate in the Executive Deferred Compensation Program adopted by the Company for the benefit of its executives.

Employment Agreement: Once approved by the Board of Directors of the Company, you will be provided an employment agreement with an initial term through 2025, with auto renew for 12 month terms thereafter, unless earlier terminated.

Relocation Expenses: The Company will reimburse your reasonable and customary moving expenses and related costs. In all cases receipts may be required prior to reimbursement.

Pre-employment Screening: This employment offer is contingent upon successful completion of our new orientation process, a background investigation and substance abuse screening.

Lillian, we are very excited to offer you this employment opportunity and believe you will make significant contributions toward our future success. Please indicate your acceptance by signing in the space provided below and return via email to me at epruitt@lci1.com.

We look forward to having you on the LCI Team! Sincerely,

/s/ Eileen Pruitt

Eileen Pruitt

EVP, CHRO & Sr. Legal Counsel

Phone: 574.304.9633

By signing below, I agree to accept employment with Lippert under the terms outlined herein.

/s/ Lillian Etzkorn3/30/2023

Lillian Etzkorn          Date

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Contact: Brian M. Hall, CFO
Phone: (574) 535-1125
E Mail: LCII@lci1.com

LCI INDUSTRIES ANNOUNCES THE APPOINTMENT OF LILLIAN D. ETZKORN AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Elkhart, Indiana - April 5, 2023- LCI Industries (NYSE: LCII), which, through its wholly-owned subsidiary, Lippert Components, Inc. ("Lippert"), supplies a broad array of highly engineered components for the leading original equipment manufacturers ("OEMs") in the recreation and transportation product markets, and the related aftermarkets of those industries, today announced the appointment of Lillian D. Etzkorn as Executive Vice President and Chief Financial Officer effective April 17, 2023.As previously announced, Brian Hall, LCI Industries’ current Executive Vice President and Chief Financial Officer, will retire to pursue philanthropic ventures and opportunities as well as spend more time with his family. Mr. Hall will stay on in an advisory role to ensure a smooth transition.

“Lillian has had an esteemed career, solidifying her financial acumen and industrial and manufacturing expertise. In her past roles, she has demonstrated her ability to create positive change and produce results, efficiently aligning internal teams to enhance profitability and cash generation. Lillian’s numerous accomplishments give us great confidence in her ability to extend our financial and operational leadership,” commented Tracy D. Graham, Chairman of Lippert’s Board of Directors. “Throughout our extensive search for Brian’s successor, Lillian time and again exhibited the qualities we believe are critical to delivering on the Company’s next chapter of growth.”

Prior to joining Lippert, Ms. Etzkorn was the Chief Financial Officer at Covia. While at Covia, she implemented best practices while advancing its financial organization. Prior to that, she had served in multiple financial leadership roles, including Chief Financial Officer of Shiloh Industries and CPI CARD GROUP. In addition, she has held various senior positions at publicly traded automotive companies such as Dana Holding Corporation and Ford Motor Company. Ms. Etzkorn began her career in finance at Ford and holds a Bachelor of Arts degree from Eastern Michigan University and a Master of Business Administration degree from the University of Michigan.

“As an accomplished business leader, I want to welcome Lillian to the Lippert family. I have no doubt she will play an important role in extending our leadership position in the industry, executing our long-term strategic plan and further elevating our finance organization at the Company,” said Jason Lippert, LCI Industries’ President and Chief Executive Officer. “I want to once again thank Brian for his tireless efforts to support Lippert over the last 10 years. He has been integral in building a strong foundation for the Company, which will support long-term growth for Lippert.”

About LCI Industries

LCI Industries, through its wholly-owned subsidiary, Lippert, supplies, domestically and internationally, a broad array of highly engineered components for the leading OEMs in the recreation and transportation product markets, consisting primarilyof recreational vehicles and adjacent industries, including buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; boats; trains; manufactured homes; and modular housing. The Company also supplies engineered components to the related aftermarkets of these industries, primarily by selling to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet.

Lippert's products include steel chassis and related components; axles and suspension solutions; slide-out mechanisms and solutions; thermoformed bath, kitchen, and other products; vinyl, aluminum, and frameless windows; manual, electric, and hydraulic stabilizer and leveling systems; entry, luggage, patio, and ramp doors; furniture and mattresses; electric and manual entry steps; awnings and awning accessories; towing products; truck accessories; electronic components; appliances; air conditioners; televisions and sound systems; tankless water heaters; and other accessories. Additional information about Lippert and its products can be found at www.lippert.com.

Forward-Looking Statements

This press release contains certain "forward-looking statements" with respect to our financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive position, growth opportunities, acquisitions, plans and objectives of management, markets for the Company's common stock, the impact of legal proceedings, and other matters. Statements in this press release that are not historical facts are "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, and involve a number of risks and uncertainties.

Forward-looking statements, including, without limitation, those relating to our future business prospects, net sales, expenses and income (loss), capital expenditures, tax rate, cash flow, financial condition, liquidity, covenant compliance, retail and wholesale demand, integration of acquisitions, R&D investments, and industry trends, whenever they occur in this press release are necessarily estimates reflecting the best judgment of the Company's senior management at the time such statements were made. There are a number of factors, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those described in the forward-looking statements. These factors include, in addition to other matters described in this press release, the impacts of COVID-19, or other future pandemics, the Russia-Ukraine war, and heightened tensions between China and Taiwan on the global economy and on the Company's customers, suppliers, employees, business and cash flows, pricing pressures due to domestic and foreign competition, costs and availability of, and tariffs on, raw materials (particularly steel and aluminum) and other components, seasonality and cyclicality in the industries to which we sell our products, availability of credit for financing the retail and wholesale purchase of products for which we sell our components, inventory levels of retail dealers and manufacturers, availability of transportation for products for which we sell our components, the financial condition of our customers, the financial condition of retail dealers of products for which we sell our components, retention and concentration of significant customers, the costs, pace of and successful integration of acquisitions and other growth initiatives, availability and costs of production facilities and labor, team member benefits, team member retention, realization and impact of expansion plans, efficiency improvements and cost reductions, the disruption of business resulting from natural disasters or other unforeseen events, the successful entry into new markets, the costs of compliance with environmental laws, laws of foreign jurisdictions in which we operate, other operational and financial risks related to conducting business internationally, and increased governmental regulation and oversight, information technology performance and security, the ability to protect intellectual property, warranty and product liability claims or product recalls, interest rates, oil and gasoline prices, and availability, the impact of international, national and regional economic conditions and consumer confidence on the retail sale of products for which we sell our components, and other risks and uncertainties discussed more fully under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, and in the Company's subsequent filings with the Securities and Exchange Commission. Readers of this press release are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. The Company disclaims any obligation or undertaking to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.

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XML

Cover	Mar. 30, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 30, 2023
Entity Registrant Name	LCI INDUSTRIES
Entity Incorporation, State or Country Code	DE
Entity File Number	001-13646
Entity Tax Identification Number	13-3250533
Entity Address, Address Line One	3501 County Road 6 East,
Entity Address, City or Town	Elkhart,
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46514
City Area Code	(574)
Local Phone Number	535-1125
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	LCII
Security Exchange Name	NYSE
Entity Central Index Key	0000763744
Amendment Flag	false