Document


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 11, 2017
TEMPUR SEALY 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.)
 
 
 
1000 Tempur 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))
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







Item 5.07 Submission of Matters to a Vote of Security Holders

(a)
Tempur Sealy International, Inc.’s (the "Company") Annual Meeting of Stockholders was held on May 11, 2017.
(b)
The name of each director elected at the meeting and a brief description of each other matter voted upon at the meeting is set forth below.
 
The stockholders elected all of the Company’s nominees for director; ratified the appointment of Ernst and Young LLP as the Company’s independent auditor for the year ending December 31, 2017; approved the Amended and Restated 2013 Equity Incentive Plan; ratified the Amended and Restated Rights Agreement; approved, on an advisory basis, the Compensation of the Company's Named Executive Officers; and approved, on an advisory basis, the frequency of future executive compensation votes. The tabulation of votes for each proposal is as follows:
(1)
Election of Directors:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
EVELYN S. DILSAVER
43,887,887

 
424,140

 
289,035

 
4,423,485

JOHN A. HEIL
43,886,708

 
424,287

 
290,067

 
4,423,485

JON L. LUTHER
43,737,615

 
573,480

 
289,967

 
4,423,485

USMAN S. NABI
43,747,767

 
563,687

 
289,608

 
4,423,485

RICHARD W. NEU
43,738,688

 
572,307

 
290,067

 
4,423,485

SCOTT L. THOMPSON
43,933,925

 
377,071

 
290,066

 
4,423,485

ROBERT B TRUSSELL, JR
44,024,556

 
286,570

 
289,936

 
4,423,485


(2)
Ratification of Independent Auditors:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
48,001,761

 
1,002,140

 
20,646

 

 
(3)
Approval of the Amended and Restated 2013 Equity Incentive Plan:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
40,029,773

 
4,270,116

 
301,173

 
4,423,485



(4)
Ratification of the Amended and Restated Rights Agreement:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
40,746,000

 
3,829,740

 
25,322

 
4,423,485



(5)
Advisory Vote to Approve the Compensation of Named Executive Officers as described in the Company’s 2017 Proxy Statement:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
39,020,345

 
5,288,422

 
292,295

 
4,423,485









(6)
Advisory Vote on the Frequency of Future Executive Compensation Votes:
 
1 Year
 
2 Years
 
3 Years
 
Abstain
 
43,520,512

 
8,079

 
785,354

 
287,117


Item 8.01 Other Events
On May 15, 2017, the Company issued a press release announcing the results of the Company's Annual Meeting of Stockholders.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
 
Description
99.1
 
Press Release Dated May 15, 2017 titled "Tempur Sealy Reports Stockholder Meeting Results"






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.

Date:  May 15, 2017
 
Tempur Sealy International, Inc.
 
 
 
 
 
By:    
/s/ Barry Hytinen
 
Name: 
Barry Hytinen
 
Title:  
Executive Vice President & Chief Financial Officer


















EXHIBIT INDEX
Exhibit
 
Description
99.1
 
Press Release Dated May 15, 2017 titled "Tempur Sealy Reports Stockholder Meeting Results"



Exhibit


Exhibit 99.1

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11598931&doc=3

TEMPUR SEALY REPORTS ON STOCKHOLDER MEETING RESULTS

LEXINGTON, KY, May 15, 2017 – Tempur Sealy International, Inc. (NYSE: TPX) has announced the voting results from its Annual Meeting of Stockholders held on May 11, 2017.
Tempur Sealy stockholders elected each of the Company’s seven directors to an additional one-year term. All directors received 98% or higher of the total votes cast in the election. Stockholders also voted in favor of five management proposals:
Ratification of Ernst & Young LLP as the independent auditors;
Approval of the Amended and Restated 2013 Equity Incentive Plan;
Ratification of the Amended and Restated Rights Agreement;
Approval of the Company’s executive compensation; and
Recommended frequency of advisory vote on executive compensation on an annual basis.
Detailed results on all matters voted on at the meeting will be contained in a Current Report on Form 8-K that Tempur Sealy will be filing with the Securities and Exchange Commission (SEC) and available on the SEC’s website at www.sec.gov.

About Tempur Sealy
Tempur Sealy International, Inc. (NYSE: TPX) develops, manufactures and markets mattresses, foundations, pillows and other products.  The Company's brand portfolio includes many highly recognized brands in the industry, including Tempur®, Tempur-Pedic®, Sealy® featuring Posturepedic® Technology, and Stearns & Foster®. World headquarters for Tempur Sealy International is in Lexington, KY. For more information, visit http://www.tempursealy.com or call 800-805-3635. 

Investor Relations Contact:
Aubrey Moore
Investor Relations
Tempur Sealy International, Inc.
800-805-3635
Investor.relations@tempursealy.com