Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (date of earliest event reported):

September 20, 2012




(Exact name of registrant as specified in its charter)




Delaware   001-15149   42-0991521

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

2140 Lake Park Blvd.

Richardson, Texas 75080

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:        

(972) 497-5000


(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))




Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

On September 20, 2012, the Board of Directors approved amendments to the Company’s Bylaws to change the vote standard for the election of directors from plurality to a majority of votes cast in uncontested elections. A majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. In contested elections where the number of nominees exceeds the number of directors to be elected, the vote standard will continue to be a plurality of votes cast.

In addition, a nominee who already serves as a director shall submit a conditional resignation in advance to the Board of Directors, with the resignation becoming effective only if the director fails to receive a sufficient number of votes for re-election at an annual meeting of shareholders and the Board of Directions accepts his or her resignation. The Board Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the recommendation of the Board Governance Committee or the Board’s decision. If the failure of a nominee to be elected at the annual meeting of shareholders results in a vacancy on the Board, that vacancy can be filled by action of the Board or the Board may reduce the size of the Board.


Item 8.01 Other Events.

On September 21, 2012, the Company issued the attached press release. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference into this Item 8.01.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.





3.1   Amended and Restated Bylaws of Lennox International Inc., as amended effective September 20, 2012
99.1   Press Release dated September 21, 2012 (filed with this Form 8-K).


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.



Date: September 21, 2012

/s/ John D. Torres

Name:   John D. Torres
Title:   Corporate Secretary