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. __)
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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o Definitive Proxy
Statement
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x 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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TEMPUR-PEDIC
INTERNATIONAL INC.
IMPORTANT
NOTICE
Regarding
the Availability of Proxy Materials for the Stockholder Meeting to be held
May 5, 2009
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Stockholder Meeting to be held on May 5,
2009
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You are receiving this communication because you hold shares in the
above company, and the materials you should review before you cast
your vote are now available.
This
communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. We
encourage
you to access and review all of the important information in the
proxy material before voting.
The
Proxy Statement and Annual Report on Form 10-K are available
at www.proxyvote.com. |
Proxy
Materials Available on the Internet
Notice
and Proxy Statement
Annual
Report on Form 10-K
Form
of Proxy |
| PROXY MATERIALS - VIEW OR RECEIVE | |
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TEMPUR-PEDIC INTERNATIONAL INC.
1713 JAGGIE FOX
LEXINGTON, KY 40511
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If
you want to receive a paper or e-mail copy of these documents, you must
request one. There is no charge to you for requesting a copy. Please make
your request for a copy as instructed below on or before April 21, 2009 to
facilitate timely delivery.
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| HOW TO VIEW MATERIALS VIA THE INTERNET | |
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Have the 12
Digit Control Number
available and visit:
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| HOW TO REQUEST A COPY OF MATERIALS | |
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1) BY INTERNET- www.proxyvote.com
2) BY TELEPHONE - 1-800-579-1639
3) BY E-MAIL*- sendmaterial@proxyvote.com
*If
requesting materials by e-mail, please send a blank e-mail with the 12
Digit
Control Number (located on the
following page) in the subject line.
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R1TPD
See the Reverse Side for Meeting
Information and Instructions on How to Vote
| Meeting Information | How To Vote | |
| Vote In Person | ||
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Meeting
Type: Annual
Meeting Date:
5/5/09
Meeting Time: 10:00 a.m.
EDT
For holders as
3/6/09
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Many
shareholder meetings have attendance requirements including, but not
limited to, the possession of an attendance ticket issued by the entity
holding the meeting. Please check the meeting materials for any special
requirements for meeting
attendance. At the meeting, you will need to request a
ballot to vote these shares.
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| Meeting Location: | Vote By Internet | |
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THE
OFFICES OF BINGHAM MCCUTCHEN LLP
ONE
FEDERAL STREET, 13TH FLOOR
BOSTON,
MA 02110
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To
vote now by
Internet, go to WWW.PROXYVOTE.COM. Use the Internet
to transmit your voting instructions
and for electronic delivery of information up until 11:59 P.M. Eastern
Time the day before the cut-off date or meeting
date. Have your notice in hand when you access the web site and follow the
instructions.
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| Meeting Directions: | ||
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For
Meeting Directions, Please Call:
(617-951-8000)
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R1TPD
| Matters Intended to be Acted Upon at the Annual Meeting | ||
| 1. ELECTION OF DIRECTORS | ||
| Nominees: | ||
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01) H. Thomas Bryant
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06) Nancy F. Koehn | |
| 02) Francis A. Doyle | 07) Christopher A. Masto | |
| 03) John Heil | 08) P. Andrews McLane | |
| 04) Peter K. Hoffman |
09) Mark
Sarvary
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| 05) Sir Paul Judge | 10) Robert B. Trussell, Jr. | |
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE NOMINEES. | ||
| 2. FIRST AMENDMENT TO THE AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN | ||
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FIRST AMENDMENT TO OUR AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN. | ||
| 3. RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS | ||
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS TEMPUR-PEDIC INTERNATIONAL'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2009. | ||
R1TPD
R1TPD