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. 1)
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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x Definitive
Proxy Statement
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o 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 Annual
Meeting: The Form
10-K, Notice & Proxy Statement is/are available
at www.proxyvote.com.
.
TEMPUR-PEDIC
INTERNATIONAL, INC.
Annual
Meeting of Shareholders
May
4, 2010 10:00 AM
This
proxy is solicited by the Board of Directors
The
undersigned stockholder of TEMPUR-PEDIC INTERNATIONAL INC., a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual
Meeting
of
Stockholders and Proxy Statement, each dated March 24, 2010, and hereby appoint
Bhaskar Rao and Dale E. Williams, each of them, as proxies and
attorneys-in-fact,
with full power of substitution, on behalf and in name of the undersigned, to
represent the undersigned at the 2010 Annual Meeting of
Stockholders
of Tempur-Pedic International Inc. to be held at 10:00 a.m., local time, on May
4, 2010 at the offices of Bingham McCutchen LLP, 13th Floor, One
Federal
Street, Boston, Massachusetts 02110 or at any adjournments thereof, and to vote
all shares of common stock which the undersigned would be entitled
to
vote, if
personally present, on the matters set forth on the reverse side and, in
accordance with their discretion, on any other business that may come before
the
Annual
meeting, and revokes all proxies previously given by the undersigned with
respect to the shares covered hereby.
This
proxy is revocable and the undersigned may revoke it at any time prior to the
Annual Meeting by giving written notice of such revocation to the
Secretary
of Tempur-Pedic International prior to the meeting or by filing with the
Secretary of Tempur-Pedic International prior to the meeting a
later-
dated
proxy. Should the undersigned be present and want to vote in person at the
Annual Meeting, or at any postponement or adjournment thereof,
the
undersigned may revoke this proxy by giving written notice of such revocation to
the Secretary of Tempur-Pedic International on a form provided
at
the Annual Meeting. The undersigned hereby acknowledges receipt of a Notice of
Annual Meeting of Stockholders of Tempur-Pedic International
Inc.
called for May 4, 2010, Proxy Statement and Annual Report on Form 10-K for the
year ended December 31, 2009 prior to the signing of this proxy.
THIS
PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS INDICATED, WILL
BE VOTED AS THE BOARD OF DIRECTORS
RECOMMENDS
WHERE A CHOICE IS NOT SPECIFIED AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER
MATTERS AS MAY PROPERLY
COME
BEFORE THE MEETING.
Continued
and to be signed on reverse side
; VOTE BY INTERNET - www.proxyvote.com
Use the Internet
to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Ea
stern Time the day before the
meeting date.
Have
your proxy card in hand when you access the web site and follow the
instructions
to obtain your records and to
create an electronic voting instruction
form.
TEMPUR-PEDIC INTERNATIONAL, INC
..
1713 JAGGIE FOX WAY
LEXINGTON,
KY 40511
<
/font> Electronic Delivery of
Future PROXY MATERIALS
If you would like
to reduce the costs incurred by
our company in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy cards
and annual reports electronically via e-mail or the Internet. To sign up for
electronic delivery, please follow the instructions above
to vote using the Internet
and, when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
<
/font>
<
/font> VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59
P.M. Eastern Time the
day before the meeting date.
Have your proxy card in hand
when you call
and then follow the instructions.
<
/font> VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we
have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS
PORTION FOR YOUR RECORDS
DETACH
AND RETURN THIS PORTION ONLY
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The
Board of Directors recommends you vote FOR
the
following proposal(s):
1.
Election
of Directors For
Against Abstain
1a Mark
Sarvary o o o
1b Evelyn
Dilsaver o o o
<
/font> The Board of
Directors recommends you vote FOR
the following
proposal(s): For Against Abstain
1c Francis
A.
Doyle o o o
; 2. RATIFICATION
OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS o o o
1d John Heil o o o
; 3. PROPOSAL
TO APPROVE THE COMPANY'S AMENDED AND
RESTATED ANNUAL
INCENTIVE BONUS PLAN FOR SENIOR EXECUTIVES o o o
1e Peter K.
Hoffman o o o
1f Sir
Paul
Judge o o o
1g Nancy F.
Koehn o o o
1h Christopher A.
Masto o o o
1i P.
Andrews
McLane o o o
1j Robert B. Trussell,
Jr. o o o
Please
sign exactly as your name(s) appear(s) hereon. When signing as
attorney,
executor, administrator, or other fiduciary, please give full
title as
such. Joint owners should each sign personally. All holders must
sign. If
a corporation or partnership, please sign in full corporate or
partnership
name, by authorized officer.
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Signature
[PLEASE SIGN WITHIN BOX]
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Signature (Joint
Owners)
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