UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 3, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
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 ☐
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. ☐
EXPLANATORY NOTE
________________
This current report on Form 8-K/A (this "Amendment") amends a current report on Form 8-K/A filed May 12, 2023 (the "Results Filing") that amended and replaced a current report on Form 8-K filed May 11, 2023, pursuant to which Tempur Sealy International, Inc. (the "Company") reported voting results for its Annual Meeting of Stockholders held on May 11, 2023 (the "2023 Annual Meeting"). The Company reported in the Results Filing, among other things, that its stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers ("Say-on-Pay Vote") and that more than a majority of its stockholders voted, on a non-binding, advisory basis, in favor of holding advisory Say-on-Pay Votes annually. Except for the disclosure provided under Item 5.07(d) below, this Amendment does not modify or update any other disclosure contained in the Results Filing.
Item 5.07 Submission of Matters to a Vote of Security Holders
(d) As previously reported in the Results Filing, more than a majority of the Company's stockholders voted, on a non-binding, advisory basis, in favor of holding advisory Say-on-Pay Votes annually. In light of such vote, the Company has decided to hold non-binding, advisory stockholder Say-on-Pay Votes annually until the next required vote on the frequency of Say-on-Pay Votes.
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: August 3, 2023
| Tempur Sealy International, Inc. | ||||||||
| By: | /s/ Bhaskar Rao | |||||||
| Name: | Bhaskar Rao | |||||||
| Title: | Executive Vice President & Chief Financial Officer | |||||||