Lci Industries

1. 1

   LCI Merger Proposal

   ManagementBoard: FOR

   Adopt the merger agreement and approve the two-step merger with Patrick, under which each eligible outstanding LCI common share will be converted into the right to receive 1.2440 shares of Patrick common stock, with cash in lieu of fractional shares.

   More detail

   The proposal asks LCI stockholders to adopt the merger agreement and approve a two-step combination with Patrick. First, Patrick’s wholly owned First Merger Sub will merge into LCI, with LCI initially surviving as a wholly owned Patrick subsidiary. Immediately afterward, LCI will merge into Patrick’s Second Merger Sub, which will survive as a wholly owned Patrick subsidiary. Eligible LCI shares will be exchanged for 1.2440 shares of Patrick common stock, with cash paid for fractional shares. The exchange ratio is fixed, so the value received will fluctuate with Patrick’s share price through closing. Completion requires this approval, Patrick shareholder approval of the share issuance and authorized-share increase, regulatory clearances, and other customary conditions. LCI’s board cited enhanced scale, complementary product portfolios, approximately $150 million of expected annual run-rate synergies, broader aftermarket opportunities, and continued participation in the combined company as benefits. The board also considered risks including integration execution, regulatory delay, fixed-ratio market exposure, reduced LCI influence, transaction costs, and possible failure to complete. After weighing those risks against the anticipated benefits and receiving a fairness opinion from Perella Weinberg Partners, the board unanimously recommends voting FOR the proposal.

2. 2

   LCI Advisory Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, merger-related compensation that may be paid or become payable to LCI’s named executive officers.

   More detail

   The proposal asks stockholders to approve, in a non-binding advisory vote, compensation that may be paid or become payable to LCI named executive officers because of or in connection with the merger. The vote covers the compensation disclosed under Item 402(t) of Regulation S-K in the golden-parachute compensation section. Disclosed components include cash severance, accelerated or converted equity awards, nonqualified deferred compensation, benefits continuation, and related outplacement benefits for specified executives. The proposal is required by Section 14A of the Exchange Act and applicable SEC rules. Approval is not a condition to consummating the merger and does not bind LCI, Patrick, either board, or the executives. LCI states that the compensation arrangements are contractual and may remain payable even if stockholders reject the advisory proposal, assuming the merger or qualifying termination occurs. Management argues that approval is appropriate because LCI’s compensation programs are designed to incentivize executives to execute a transaction from its early stages through consummation. The board was aware of executives’ merger-related interests when evaluating and approving the transaction. The board unanimously recommends voting FOR the advisory proposal.

3. 3

   LCI Adjournment Proposal

   ManagementBoard: FOR

   Approve one or more adjournments of the LCI special meeting if necessary or appropriate, including to solicit additional proxies to obtain approval of the merger proposal.

   More detail

   The proposal asks stockholders to authorize one or more adjournments of the LCI special meeting. An adjournment could be used if the meeting lacks a quorum, if additional votes are needed to approve the merger proposal, or if supplemental or amended disclosure requires additional time for delivery and review. The proposal would allow proxies solicited by the LCI board to be voted for adjournment rather than immediately concluding the meeting. LCI states that an adjournment may be appropriate to continue solicitation efforts supporting the merger. Approval is not a condition to completion of the merger. Under LCI’s bylaws, designated board and meeting officials may also adjourn the meeting whether or not a quorum is present for purposes including soliciting additional proxies. Abstentions count against the proposal, while broker non-votes and failures to vote have no effect. The LCI board unanimously recommends voting FOR because the authority preserves flexibility to secure the required stockholder approval and address procedural or disclosure issues.

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When is the Lci Industries 2026 special meeting?

Lci Industries (LCII) holds its 2026 special shareholder meeting on Wednesday, November 18, 2026.

What is the record date for the Lci Industries 2026 meeting?

The record date for the Lci Industries 2026 meeting is Thursday, October 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Lci Industries's 2026 meeting?

The board is presenting 16 director nominees at the Lci Industries 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Lci Industries 2026 meeting?

Shareholders will vote on 3 proposals at the Lci Industries 2026 meeting, each tagged with who proposed it and the board's recommendation.