UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No. __)
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
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o Preliminary
Proxy Statement
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o Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o Definitive Proxy
Statement
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x Definitive
Additional Materials
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o Soliciting
Material Pursuant to § 240.14a-12
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TEMPUR-PEDIC
INTERNATIONAL INC.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
o Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Important
Notice Regarding the Availability of Proxy Materials for the Stockholder
Meeting to be held on 5/6/08.
This communication presents only an
overview of the more complete proxy materials that are available to you on
the Internet. We encourage you to access and review all of the important
information contained in the proxy materials before
voting.
The following materials are available
for view.
Notice and Proxy Statement / Form
10-K
To view this material, have the
12-digit Control #(s) available and visit:
www.proxyvote.com
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B
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If you want to receive a paper or
e-mail copy of the above listed documents you must request one. There is no
charge to you for requesting a copy. To facilitate timely delivery please make
the request as instructed below on or before 4/16/08.
To
request material: Internet: www.proxyvote.com Telephone: 1-800-579-1639 **Email: sendmaterial@proxyvote.com
** If
requesting material by email please send a blank e-mail with the 12-digit Control # (located on the
following page) in the subject line.
Requests,
instructions and other inquiries will NOT be forwarded to your investment
advisor.
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TEMPUR-PEDIC INTERNATIONAL,
INC.
1713
JAGGIE FOX WAY
LEXINGTON,
KY 40511
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Many
stockholder meetings have attendance requirements including, but not limited to,
the possession of an attendance ticket issued by the entity holding the meeting.
Please check the meeting materials for any special requirements for meeting
ttendance. At the Meeting you will need to request a ballot to vote these
shares.
1-BROADRIDGEXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX40
2-FINANCIAL
SOLUTIONSXXXXXXXXXXXXXXXXXXXXXXX40
3-ATTESTATION:XXXXXXXXXXXXXXXXXXXXXXXXXXXXX40
4-TEST
PRINT
5-51
MERCEDES WAY
6-EDGEWOOD,
7-NY
8-11717
Vote
by Internet
To vote
now
by Internet, go to WWW.PROXYVOTE.COM. Use
the Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time the day before the cut-off date or
meeting date. Have your notice in hand when you access the web site and
follow the instructions.
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Meeting
Location
The Annual Meeting for holders as
of 3/7/08
is to be held on 5/6/08
at 10:00 A.M.
Local Time
at: Bingham
McCutchen LLP
150 Federal Street
Boston,
Massachusetts 02110 |
Directions/Access to
Garage (Entrance on High Street)
· From the North: From
I-93 South and the Tobin Bridge, take Exit 23 (Purchase Street/South
Station). Upon exiting proceed on Purchase Street to the fifth set
of traffic lights and turn right onto Summer Street. Turn right
at the next set of lights (High Street). Continue on High Street 1-1/2
blocks. The High Street entrance to the garage is just before
Congress Street on the left.
· From the South: Take
I-93 north to Exit 20 (Mass. Turnpike/South Station. Stay in left lane.
While on the long ramp, follow the sign for South Station/Chinatown.
Continue straight (Lincoln Street) and at the 3rd traffic light turn right
onto Summer Street. Take next left onto High Street. Continue on High
Street 1-1/2 blocks. The High Street entrance to the garage is just before
Congress Street on the left.
· From the West: Take the
Mass. Turnpike (I-90) to Exit 24-A (South Station), following signs for
Atlantic Avenue. At the 3rd traffic light, turn left onto Summer Street.
Continue on Summer Street through 2 traffic lights, turning right onto
High Street. Continue on High Street 1 1/2 blocks. The High Street
entrance to the garage is just before Congress street on the
left.
· From Logan Airport::
Follow the “Exit” signs from the airport to the Sumner Tunnel. Stay
in the left lane of the tunnel. At the end of the tunnel, bear left and
follow signs for Government Center. Turn left onto Congress Street.
Follow Congress Street to Purchase Street. Turn right onto
Purchase Street. Follow Purchase Street to Summer Street. Turn right onto
Summer Street, turn right at the next set of lights (High Street).
Continue on High Street 1 1/2 blocks. The High Street entrance
to the garage is just before Congress Street on the
left.
Follow
signs to the Bingham McCutchen Parking Area (despite any signage stating
that the garage is full). Enter the garage, taking a ticket from the
machine to open the gate. Drive to the first level. A Standard
Parking attendant will part your vehicle after issuing a valet check, to
be used for retrieving your vehicle when leaving the
building.
From the MBTA Red Line, Amtrak,
and Commuter Rail (South Station). Coming out of South Station onto
Summer Street, cross Surface Road and walk one block to High Street. Turn
right on High Street. Proceed to 80 High Street (80 High Street is an
alternate entrance to 150 Federal Street).
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THIS
AREA RESERVED FOR LANGUAGE
PERTAINING
TO HOUSEHOLDING
IF
APPLICABLE.
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PAGE B
(OF DUPLEX
A/B)
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Voting
Items
1.
ELECTION OF DIRECTORS
Nominees:
(01)H. Thomas Bryant
(02)Francis A. Doyle
(03)John Heil
(04)Peter K. Hoffman
(05)Sir Paul Judge
(06)Nancy F. Koehn
(07)Christopher A. Masto
(08)P. Andrews McLane
(09)Robert B. Trussel, Jr.
2.
AMENDMENT TO THE 2003 EQUITY INCENTIVE PLAN
3.
RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
Our
Board of Directors asks you to vote in favor of the director nominees, an
amendment to the 2003 Equity Incentive Plan and the ratification of Ernst
& Young LLP as the Company’s independent registered public accounting
firm. This Proxy Statement provides you with detailed information about
each of these matters. We encourage you to read this Proxy Statement
carefully.
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CONTROL
# → 0000 0000 0000
1-BROADRIDGEXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX40
2-FINANCIAL
SOLUTIONS
3-ATTENTION
4-TEST
PRINT
5-51
MERCEDES WAY
6-EDGEWOOD,
7-NY
8-11717
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CONTROL
# → 0000 0000 0000
1-BROADRIDGEXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX40
2-FINANCIAL
SOLUTIONS
3-ATTENTION
4-TEST
PRINT
5-51
MERCEDES WAY
6-EDGEWOOD,
7-NY
8-11717
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