Summary of LENNOX INTERNATIONAL INC

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

Effective at the conclusion of the Company's Annual Meeting of Stockholders on May 10, 2012, Todd M. Bluedorn commenced serving as the Chairman of the Board of Directors and Richard L. Thompson commenced serving as Lead Director.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 10, 2012, the Company held its Annual Meeting of Stockholders. During this meeting, our stockholders were asked to consider and vote upon four proposals: (1) the election of three Class II Directors to our Board of Directors to serve for a three-year term which expires at the annual meeting of stockholders in 2015, (2) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2012 fiscal year, (3) an advisory vote to approve the compensation of the named executive officers, and
(4) approval of the Lennox International Inc. 2012 Employee Stock Purchase Plan.

On the record date of March 16, 2012, there were 50,866,123 shares of the Company's common stock issued and outstanding and entitled to be voted at the annual meeting. For each proposal, the results of the stockholder voting were as follows:

                                                              Votes          Broker
                                           Votes For        Withheld        Non-Votes
1. Election of director nominees to
serve as Class II directors, for a term
which expires at the annual meeting of
stockholders in 2015
John E. Major                               27,948,291       6,346,710       9,243,655
Gregory T. Swienton                         31,149,117       3,145,884       9,243,655
Todd J. Teske                               33,759,623         535,378       9,243,655

                                                              Votes
                                           Votes For         Against         Abstain
2. Ratification of appointment of KPMG
LLP as the Company's independent
registered public accounting firm for
fiscal year 2012                            43,120,793         312,585         105,278

                                                              Votes                          Broker
                                           Votes For         Against         Abstain        Non-Votes
3. Advisory vote on the compensation of
the Company's named executive officers      27,725,289       6,445,282         124,428       9,243,655

                                                              Votes                          Broker
                                           Votes For         Against         Abstain        Non-Votes
4. Approval of the Lennox International
Inc. 2012 Employee Stock Purchase Plan      33,474,011         232,879         588,112       9,243,655