UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported) May 5,
2009
TEMPUR-PEDIC
INTERNATIONAL INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-31922
|
33-1022198
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
1713
Jaggie Fox Way
Lexington,
Kentucky 40511
(Address
of principal executive offices) (Zip Code)
(800)
878-8889
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction
A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
On May 5,
2009, Tempur-Pedic International Inc. (the “Company”) completed its annual
meeting of stockholders for 2009.
The Company’s stockholders approved the
First Amendment to the Amended and Restated 2003 Equity Incentive Plan (the
“2003 Plan”). The Company’s Board of Directors had approved the
2003 Plan on February 27, 2009 subject to stockholder approval.
A description of the material provisions of the 2003 Plan are
included under the caption “Proposal Two - Approval of the
First Amendment to Tempur-Pedic International Inc. Amended and
Restated 2003 Equity Incentive Plan” in the Company’s Proxy
Statement as filed with the Securities and Exchange Commission on March 25,
2009, which description is incorporated herein by reference.
Item
8.01 Other Events
At the
annual meeting of stockholders for 2009, the stockholders approved the election
of all of the nominees for director: H. Thomas Bryant, Francis A. Doyle, John
Heil, Peter K. Hoffman, Sir Paul Judge, Nancy F. Koehn, P. Andrews McLane,
Christopher A. Masto, Mark Sarvary and Robert B. Trussell, Jr. In addition, the
stockholders ratified the appointment of Ernst & Young LLP as the
Company’s independent auditors for the fiscal year ending 2009.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
None.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Tempur-Pedic International Inc. | |||
|
Date:
May 11, 2009
|
By:
|
/s/ Dale E. Williams | |
| Name: Dale E. Williams | |||
| Title: Executive Vice President, Chief Financial Officer and Secretary | |||