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 6, 2008
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 6, 2008, Tempur-Pedic International Inc. (the “Company”) completed its
annual meeting of stockholders for 2008.
The
Company’s stockholders approved the Amended and Restated 2003 Equity Incentive
Plan (the “2003 Plan”). The Company’s Board of Directors had approved the
2003 Plan on March 6, 2008, subject to stockholder approval. A
description of the material provisions of the 2003 Plan are included under
the caption "Executive Compensation and Related Information — Employee Benefit
Plans" in the Company's Proxy Statement as filed with the Securities and
Exchange Commission on March 24, 2008, which description is incorporated herein
by reference.
Item
8.01 Other Events
At
the annual meeting of stockholders for 2008, 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 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 2008.
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 8, 2008
|
By:
|
/s/ Dale E. Williams | |
| Name: Dale E. Williams | |||
| Title: Executive Vice President, Chief Financial Officer and Secretary | |||