TABLE OF CONTENTS

	Sincerely,
			Todd M. Bluedorn
Page			Chairman of the Board and Chief Executive Officer

Cautionary Statement Regarding Forward-Looking Statements

General Information Regarding the

The Annual Meeting May 20, 2021, stockholderswill start promptly at 10:30 a.m. CDT. Stockholders may begin to log in to the virtual Annual Meeting 15 minutes prior to the start time. The virtual Annual Meeting will begin promptly at 10:30 a.m. CDT. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting platform, including any difficulties voting, you may call the technical support number that will be included in your instructional email.

2021 Performance Highlights

LENNOX INTERNATIONAL INC. is a leading provider of climate control solutions for heating, air conditioning and Number of Votesrefrigeration markets around the world.

Environmental, Social & Governance Highlights

For more information regarding our commitment to serveleadership in ESG matters, please see our 2020 ESG Report, available on our website at www.lennoxinternational.com under the Board as a “holdover director.heading “ESG.” UnderWe anticipate publishing our Bylaws and Corporate Governance Guidelines, each director submits an advance, contingent resignation that the Board may accept if stockholders do not re-elect the director. In that situation, our Board Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board would act on the Board Governance Committee’s recommendation, and publicly disclose its decision and the rationale behind it within 90 days from the date that the election results were certified.

				Kim K.W. Rucker, 54, has served as a director of our Company Class III Independent Director Age55 Director since 2015. She is the Chair of the 2015 Committees Compensation and Human Resources Committee and a member of the (Chair) Board Governance Committee. Ms.				Kim K.W. Rucker has served as Executive Vice President, General Counsel and Secretary at Andeavor (formerly Tesoro Corporation) and Executive Vice President and General Counsel for Andeavor Logistics LP (formerly Tesoro Logistics GP, LLC) from 2016 to 2018. Previously, she was Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary at Kraft Foods Group, Inc., a global manufacturer and distributor of food products and beverages until July 2015. Prior to joining Kraft in 2012, Ms. Rucker served as the Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at Avon Products, Inc., a global manufacturer of beauty and related products, since 2008. Before joining Avon, Ms. Rucker was Senior Vice President, Corporate Secretary and Chief Governance Officer for Energy Future Holdings, Corp., an energy company, since 2004. She began her legal career at Sidley Austin LLP in its Chicago, Illinois office. Ms. Rucker currently serves on the Boards of Directors of Marathon Petroleum Corporation, a U.S. refining, marketing and midstream oil and gas company, and Celanese Corporation, a global technology leader in the production of differentiated chemistry solutions and specialty materials. materials, HP Inc., a global information technology company, and Marathon Petroleum Corporation, a U.S. refining, marketing and midstream oil and gas company. Ms. Rucker has a B.B.A. in Economics from the University of Iowa, a J.D. from Harvard Law School, and a MasterMasters in Public Policy from the John F. Kennedy School of Government at Harvard University. Ms. Rucker contributes a broad knowledge of law, corporate governance, internal and external communications, M&A transactions, community involvement activities, and government affairs in her service as a director.

THE BOARD RECOMMENDS A VOTE “FOR”

THE ELECTION OF EACH OF THE ABOVE NOMINEES.

The following Class I directors’ terms will continue until the 2023 Annual Meeting of Stockholders:

The following Class II directors’ terms will continue until the 2024 Annual Meeting of Stockholders:

Proposal 3

Approval of the Lennox International Inc.

2022 Employee Stock Purchase Plan

The Lennox International Inc. 2012 Employee Stock Purchase Plan (the “2012 ESPP”), previously approved by the stockholders, allows employees of the Company to purchase shares of common stock, par value $0.01 per share, of the Company (as used in this proposal, “common stock”) under the terms of the 2012 ESPP. Because the 2012 ESPP terminates in 2022, we are asking our stockholders to vote to approve the Lennox International Inc. 2022 Employee Stock Purchase Plan (the “2022 ESPP”), which was adopted by our Board on March 11, 2022, subject to stockholder approval at the Annual Meeting scheduled for May 19, 2022. If stockholder approval is not obtained by 12 months after the date the Board approved the 2022 ESPP, the 2022 ESPP will have no effect.

Stockholders are being asked to approve the 2022 ESPP and the reservation by the Board of common stock under the 2022 ESPP primarily for the purpose of qualifying such common stock for special tax treatment under Section 423 of the Internal Revenue Code of 1984, as amended (the “Code”).

Like the 2012 ESPP, the purpose of the 2022 ESPP is to advance the interests of the Company and its stockholders by offering our employees the opportunity to purchase common stock at a discount. The Board and the Compensation Committee of the Board (as used in this proposal, the “Committee”) believe that the approval of the 2022 ESPP will continue to help: (1) attract and retain key personnel to the Company; (2) focus employees on the achievement of Company goals; and (3) align the interests of the Company’s employees with those of its stockholders. Based on all of these considerations, the Board recommends that our stockholders approve the 2022 ESPP. The material terms of the 2022 ESPP are summarized below. This summary, however, does not purport to be a complete description of the 2022 ESPP, and it is qualified in its entirety by reference to the complete text of the 2022 ESPP, a copy of which is attached as Appendix B to this Proxy Statement.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF

THE LENNOX INTERNATIONAL INC. 2022 EMPLOYEE STOCK PURCHASE PLAN.

Description of the 2022 ESPP

Overview. The purpose of the 2022 ESPP is to provide employees of the Company and its participating subsidiaries with an opportunity to purchase common stock at a discount, thereby further aligning their interests with those of other stockholders. It is intended that the ESPP satisfy the requirements of Section 423 of the Code. If the 2022 ESPP is approved by the Company’s stockholders, eligible employees will be able to purchase shares of common stock of the Company under the 2022 ESPP at the end of three month offering periods coinciding with our fiscal quarters. The purchase price for such shares of common stock under the 2022 ESPP will be 95% of the fair market value of the common stock on the purchase date (the last business day of the fiscal quarter offering period). In general, fair market value for this purpose will be the closing price of the common stock on the purchase date, unless otherwise determined by the Committee in accordance with applicable law. The Company anticipates that the first offering period will commence on July 1, 2022. In general, the Committee will administer the 2022 ESPP.

Share Limit. Subject to adjustment as described below and in the 2022 ESPP, there will be 1,000,000 shares of common stock available for issuance under the 2022 ESPP. Such shares may be treasury shares, shares purchased on the open market, shares of original issuance, or a combination

thereof. On March 28, 2022, the closing price of a share of common stock was $262.50 per share, and the aggregate market value as of the date of the 1,000,000 shares of common stock requested under the 2022 ESPP was approximately $263 million. The 1,000,000 shares of Common Stock that will be available under the 2022 ESPP will represent approximately 2.77% of our 36,042,441 outstanding shares of common stock as of March 28, 2022.

Adjustments. Subject to certain tax law requirements, the Committee will make or provide for such adjustments in the purchase price and in the number or kind of shares of common stock or other securities covered by outstanding subscriptions, or in the aggregate number of shares that may be purchased under the 2022 ESPP, as the Committee in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of participants that would otherwise result from (1) any stock dividend, stock split, combination of shares, recapitalization, or other change in the capital structure of the Company; (2) any merger, consolidation,
spin-off, split-off, spin-out, split-up, separation, reorganization, partial or complete liquidation, or other distribution of assets, issuance of rights or warrants to purchase stock; or (3) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for any or all outstanding subscriptions under the 2022 ESPP such alternative consideration as it, in good faith, may determine to be equitable in the circumstances.

Eligibility. Except as set forth below, all employees of the Company and any participating subsidiaries are eligible to participate in the 2022 ESPP. Participating subsidiaries will be designated by the Committee from time to time. We may exclude (1) employees whose customary employment is 20 hours or less per week or five months or less per calendar year, (2) employees who have been employed for less than two years, and (3) employees who are citizens or residents of a foreign jurisdiction if the offering or acceptance of a subscription to or by such employees is prohibited by applicable foreign laws or if compliance with such applicable foreign laws would cause the 2022 ESPP or a subscription to violate the requirements of Section 423 of the Code. Any individual whose employment with the Company and our participating subsidiaries terminates for any reason before the end of an offering will become ineligible to purchase common stock under such offering and amounts deposited under the 2022 ESPP for such offering will be returned to the employee. A “highly compensated employee” (within the meaning of Section 414(q) of the Code) who is an “officer” (as such term is defined in Section 16a-1(f) of the Exchange Act) (“Section 16 Officers”) of the Company may not participate in the 2022 ESPP. Further, if immediately after the first business day of an offering period a participant owns, or holds options to purchase, stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any subsidiary of the Company (determined in accordance with applicable law), that participant may not subscribe to purchase shares on the immediately following purchase date.

As of March 28, 2022, the Company has approximately 11,000 employees, of which nine are Section 16 Officers who would be excluded from participation in the 2022 ESPP. The basis for participation in the 2022 ESPP is meeting the eligibility requirements and electing to participate.

Participation Elections and Share Purchases. Eligible employees may participate in the 2022 ESPP by timely completing a subscription agreement. The 2022 ESPP provides that eligible employees may accumulate after-tax contributions through payroll deductions over an offering period in order to purchase common stock at the end of the period. The accumulated contributions for an offering will be automatically applied at the end of the offering period to purchase shares of common stock, subject to the limitations set forth in the 2022 ESPP. If the dollar amount of shares of common stock subscribed for in any quarter exceeds the number of shares of common stock available to be purchased under the 2022 ESPP, the shares of common stock available to be purchased will be allocated on a pro-rata basis among the subscriptions. Unless otherwise determined by the Committee, fractional shares may be purchased under the 2022 ESPP and credited to an account for a participant.

Payroll Deductions. The rate of an eligible employee’s payroll deduction will be elected by the employee, which rate generally must be a whole percentage of eligible compensation that is no less than 1% and no greater than 20%. The Committee may establish minimum payroll deductions. Eligible compensation under the 2022 ESPP consists of base salary, regular hourly wages, and sales commissions (prior to any reductions).

Changes to Elections. A participant will generally have the right, during the period between the sixteenth day of the second month prior and twenty-second day of the month prior to the start of a fiscal quarter, to change his or her subscription for such fiscal quarter and all subsequent fiscal quarters or to withdraw from the 2022 ESPP. However, with respect to the first offering commencing on July 1, 2022 (the “First Offering”), eligible employees may not subscribe to purchase shares of common stock under the 2022 ESPP prior to May 20, 2022. A participant in the 2022 ESPP will have the right to cancel his or her subscription in whole for any fiscal quarter and to obtain a refund of amounts withheld from his or her compensation for such fiscal quarter by submitting a written request by the 15^th calendar day of the month prior to the month in which the purchase date for such fiscal quarter occurs. Those amounts will thereafter be paid to the participant within a reasonable period of time.

Certain Limitations. No subscription will permit the rights of a participant to purchase common stock under all “employee stock purchase plans” (as defined in the Code) of the Company and its subsidiaries to accrue, under the applicable Code Section 423 rules, at a rate which exceeds $25,000 of fair market value of such common stock (determined at the beginning of the applicable offering period) for each calendar year. Additionally, the maximum number of shares of common stock that can be purchased by any participant during any offering period cannot exceed 500 shares.

Section 423 Status. In general, the 2022 ESPP is intended to comply with Section 423 of the Code, which may provide participants with certain tax benefits upon their subsequent sale or other disposition of the shares of common stock that they purchase under the 2022 ESPP. However, the Committee may also authorize grants of separate rights under the 2022 ESPP (to run concurrently with the fiscal quarters described in the 2022 ESPP) that are not intended to comply with Section 423 of the Code, pursuant to any rules, procedures, or
sub-plans adopted by the Committee for such purpose, the terms of which grants may differ from the terms set forth in the 2022 ESPP to the extent such differing terms would not cause a grant under the 2022 ESPP that is intended to comply with Section 423 of the Code to fail to so comply.

Amendment and Termination. The Committee may amend or terminate the 2022 ESPP at any time; provided, however, that no increase in the number of shares of common stock reserved for issuance under the 2022 ESPP (except under the adjustment provisions described above), and no material modification to the eligibility requirements under the plan, may be made without stockholder approval. The 2022 ESPP will continue in effect until the earlier of (1) its termination by the Board, and (2) the issuance of all common stock available for issuance under the plan.

New Plan Benefits

Because benefits under the 2022 ESPP will depend on elections to participate and the fair market value of the Company’s common stock at various future dates, it is not possible to determine the benefits that will be received if the 2022 ESPP is approved by the stockholders.

U.S. Federal Income Tax Consequences Relating to the 2022 ESPP

The following discussion is a summary of the general U.S. federal income tax rules applicable to the 2022 ESPP, as currently in effect. This is not a complete summary of the applicable federal tax rules, and does not address any non-U.S., state, or local tax consequences. This summary is presented for the information of stockholders considering how to vote on this proposal and not for

2022 ESPP participants, and employees should consult their own tax advisors to discuss the tax implications of participating in the plan since a taxpayer’s particular tax situation may alter the tax result described below.

The 2022 ESPP and the right of participants to make purchases thereunder are generally intended to qualify under the provisions of Sections 421 and 423 of the Code. Under those provisions, no income should be taxable to a participant at the time of grant of the option or the purchase of shares. A participant may, however, become liable for tax upon the disposition of shares acquired under the 2022 ESPP (or if he or she dies holding such shares). In these cases, the tax consequences will depend on how long a participant has held the shares prior to disposition.

If the shares are disposed of at least one year after the shares were purchased under the 2022 ESPP and at least two years after the first day of the offering period to which the shares relate (or if the participant dies while holding the shares), the participant (or in the case of the participant’s death, the participant’s estate) will recognize ordinary income in the year of disposition in an amount equal to the lesser of (a) the excess of fair market value of the shares at the time of such disposition over the purchase price of the shares (the option price), or (b) the excess of the fair market value of the shares at the time the option was granted (the first day of the offering period) over the purchase price (assuming purchase on the first day of the offering period). Any additional gain will be taxed at long-term capital gain rates. If the shares are sold and the sales price is less than the purchase price, the participant will have a long-term capital loss equal to the difference. No deduction will be allowed to the Company.

If the shares are sold or disposed of (including by way of gift) before the expiration of the applicable holding periods discussed above, the participant will generally recognize ordinary income in the year of sale or disposition in an amount equal to the excess of the fair market value of the shares on the purchase date over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on the holding period. The Company will be allowed a deduction for federal income tax purposes equal to the ordinary income realized by the employee.

Registration with the SEC

We intend to file a registration statement on Form S-8 relating to the issuance of common stock under the 2022 ESPP with the SEC pursuant to the Securities Act, as soon as practicable if the 2022 ESPP is approved by our stockholders.

Proposal 4

Ratification of the Appointment of KPMG LLP

as Our Independent Registered Public

Accounting Firm for the 2022 Fiscal Year

The Audit Committee of the Board has appointed KPMG LLP to continue as our independent registered public accounting firm for the 2022 fiscal year. We are asking our stockholders to ratify the appointment of KPMG LLP as our independent registered public accounting firm. If our stockholders do not ratify this appointment, the Audit Committee will consider the reasons for the rejection and whether it should select a different firm; however, it is not required to do so. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that a change would be in the best interests of the Company and our stockholders.

A representative of KPMG LLP will be present at the Annual Meeting and will be available to respond to appropriate questions. The representative will also have an opportunity to make a statement at the meeting if he or she desires to do so.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF

KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM FOR THE 2022 FISCAL YEAR.

Audit and Non-Audit Fees

The following table sets forth the fees for audit and other services rendered by KPMG LLP for each of the last two fiscal years (in thousands).

Audit Committee Report

The Audit Committee maintains effective working relationships with the Board, management, the Company’s internal auditors and KPMG LLP, the Company’s independent registered public accounting firm (the “Independent Accountants”). As set forth in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that our Company’s consolidated financial statements and disclosures are complete and accurate and in accordance with U.S. generally accepted accounting principles and applicable rules and regulations. The Independent Accountants are responsible for auditing the Company’s consolidated financial statements and expressing an opinion as to the conformity of these financial statements with U.S. generally accepted accounting principles and on the Company’s internal control over financial reporting.

The Audit Committee has (1) reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2021 with the Company’s management and with the Independent Accountants; (2) discussed with the Independent Accountants the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board; and (3) received the written disclosures and the letter from the Independent Accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the Independent Accountants’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the Independent Accountants the Independent Accountants’ independence and considered whether the provision of non-audit services by the Independent Accountants to the Company is compatible with the Independent Accountants’ independence.

Members of the Audit Committee rely, without independent verification, on the information provided and on the representations made by management and the Independent Accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audits of the Company’s consolidated financial statements have been carried out in accordance with generally accepted auditing standards, that the consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles or that the Company’s Independent Accountants are in fact “independent.”

Based upon the reviews and discussions described above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to in this report and in the Audit Committee Charter, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Submitted by the Audit Committee of the Board:

Board oversees the Company’s risk management, our management is responsible for the development, implementation, and maintenanceOversight of our risk management processes. Management provides periodic reports to theESG

Our Board and Board committees on its assessmentCommittees oversee all aspects of strategic, operational, legalour Company sustainability and compliance, information security, and financial reporting risks to the Company. The Board and Board committees, as appropriate, review and consider the management reports provided on the Company’s enterprise risk and risk management strategy.

The following table provides current membership information for each of the Board committees and indicates which directors our Board determined are independent, as defined by the NYSE.

Compensation and Human Resources Committee

According to our Board of Director Qualification Guidelines, the Board Governance Committee considers the following factors in evaluating candidates, in addition to other factors that the Board Governance Committee deems relevant:

In 2021, we set aggressive targets to reduce our GHG emissions in line with the Science Based Target Initiative (SBTi), a global coalition dedicated to curbing global warming based on climate science. SBTi has approved our targets, confirming our commitment to sustainability. Our targets, measured from a baseline in 2019, include reducing absolute Scope 1 and 2 emissions by 37.5% by 2034 and reducing Scope 3 emissions by 30% per product sold.

In 2014, we set goals to reduce the Company’s consumption of energy and water and to reduce the Company’s manufacturing waste by 25% by 2024. We have already exceeded our water and waste reduction goals and expect to meet our energy reduction goal. Our substantial progress towards meeting and exceeding these 2024 goals has been achieved by investing capital dedicated to sustainability projects, engaging our employees to identify and complete environmentally progressive projects, and encouraging employees to adopt conservation-minded behaviors. We are in the process of creating new targets for water, waste, and energy reduction.

When we published our first ESG report for the 2019 calendar year, we aligned our performance disclosures with the Sustainability Accounting Standards Board (SASB) and Task Force for Climate Disclosure (TCFD), two of the Board by sending written communicationsmost globally recognized ESG frameworks. In 2021, we also adopted the United National Sustainable Development Goals (UN SDGs) most relevant to the address listed aboveCompany’s business. These frameworks and goals allow investors to compare companies across meaningful topics, again demonstrating our commitment to ESG.

For more information regarding our commitment to leadership in ESG matters, please see our 2020 ESG Report, available on our website at www.lennoxinternational.com under the heading “ESG.” Information in our ESG Report is not incorporated by reference in this Proxy Statement. We anticipate publishing our 2021 ESG Report in mid-2022.

Risk Management

While the Board oversees the Company’s risk management, our management is responsible for the development, implementation, and maintenance of our risk management processes. Management provides periodic reports to the attentionBoard and Board committees on its assessment of strategic, operational, legal and compliance, information security, and financial reporting risks to the Company. The Board and Board committees, as appropriate, review and consider the management reports provided on the Company’s enterprise risk and risk management strategy.

Enterprise Risk Management

Our Enterprise Risk Management program, which identifies and addresses risk, is typically presented to the full Board twice a year. The Audit Committee oversees the guidelines and policies that govern the Company’s processes to assess and manage significant enterprise risk exposure.

Compensation Risk

The Board reviews the Company’s compensation policies and practices to determine if risks arising from those policies and practices are reasonably likely to have a material adverse effect on the Company. All of the Lead Director.Company’s material incentive compensation plans are reviewed at least annually. Based on these reviews, the Board has not identified any risks arising from the compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. See “Executive Compensation — Compensation Discussion and Analysis” for more information about the design of our compensation program and risk mitigation compensation practices we have incorporated into our compensation program, including stock ownership guidelines and claw-back provisions.

Director Compensation

Perquisites and Other Compensation

We allow our non-employee directors to participate in our employee rebate program, which provides rebates on eligible residential heating and air conditioning equipment, accessories, and supplies. We also reimburse all non-employee directors for their reasonable expenses incurred in connection with attendance at Board or Board committee meetings.

Stock Ownership Guidelines

Pursuant to our Corporate Governance Guidelines, each non-employee director is required to own shares of our common stock having a value of at least three times the annual retainer within three years after their first election, and four times their annual retainer within five years after their first election to the Company’s three-year financial performance as measured by return on invested capitalBoard. Unvested RSUs and core net income growth; (2)shares of common stock appreciation rights, which are designed to incentivize NEOs to grow our business and deliver increased returns to our stockholders and (3) restricted stock units, which are designed to support our retention efforts.

The following table provides information regarding the “Compensation Discussion and Analysis” sectionaggregate number of this Proxy Statement.

Executive Compensation