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

(d) Election of Director

On July 10, 2020, the Board of Directors (the "Board") of Lennox International Inc. (the "Company") elected Shane D. Wall to the Board to serve as a Class I director. Mr. Wall's term will expire at the Company's 2023 annual meeting of stockholders.

Mr. Wall was also named to the Compensation and Human Resources Committee and the Board Governance Committee.

Mr. Wall, age 55, started his career at Hewlett-Packard Company in 1986 where he held various engineering and management roles until 1995, when he left to run PrintPaks, a spin-out of Hewlett-Packard Company. In 1998, PrintPaks was acquired by a joint venture backed by Intel Corporation. From 1998 to 2012, Mr. Wall held several senior technology and general management positions at Intel Corporation. In 2012, Mr. Wall rejoined Hewlett-Packard Company as Chief Technology Officer and Senior Vice President of Printing and Personal Systems. In 2015 following Hewlett-Packard's separation into HP Inc. and Hewlett-Packard Enterprise, Mr. Wall became Chief Technology Officer and Global Head, HP Labs of HP Inc. In January 2020, Mr. Wall retired from his executive position at HP Inc. but continues as a special advisor to the Chief Executive Officer. He also serves as a member of the U.S. President's Counsel of Advisors on Science and Technology.

Mr. Wall will receive non-employee director compensation under the standard arrangements and agreements described in the Company's 2020 Annual Meeting Proxy Statement and filed as Exhibit 10.15 to the Company's Registration Statement on Form S-1 (Registration No. 333-75725) filed on April 6, 1999, including cash compensation, equity awards and an indemnification agreement.

The Board of Directors has affirmatively determined that Mr. Wall is independent and has no material direct or indirect interest in a related party transaction which requires disclosure.




                 Item 9.01   Financial Statements and Exhibits.



                                  (d)   Exhibits.



EXHIBIT
NUMBER               DESCRIPTION

10.15                Form of Indemnification Agreement entered into between LII and certain
                     executive officers and directors of LII (filed as Exhibit 10.15 to LII's
                     Registration Statement on Form S-1 (Registration No. 333-75725) filed on April
                     6, 1999 and incorporated herein by reference).
104                  Inline XBRL for the cover page of this Current Report on Form 8-K.

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