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) December 17, 2009
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):
| ¨ | 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)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On December 17, 2009, the Board of Directors of Tempur-Pedic International Inc. (the “Company”) voted to expand the size of the Board of Directors and elect Evelyn S. Dilsaver as a member of the Board of Directors and Audit Committee effective immediately. Ms. Dilsaver was recommended to the Board of Directors and Audit Committee by the Company’s Nominating and Corporate Governance Committee. Ms. Dilsaver’s term will expire at the Company’s next annual meeting of stockholders. After the election of Ms. Dilsaver, the Board of Directors consists of eleven members.
Item 7.01. Regulation FD Disclosure
On December 17, 2009, the Company issued a press release announcing the election of Ms. Dilsaver to the Board of Directors of the Company. A copy of this press release is furnished as Exhibit 99.1 to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Press Release dated December 17, 2009, entitled “Tempur-Pedic International Names Evelyn S. Dilsaver as Director” | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.
| Tempur-Pedic International Inc. | ||||
| Date: December 17, 2009 | By: | /S/ DALE E. WILLIAMS | ||
| Name: | Dale E. Williams | |||
| Title: | Executive Vice President, Chief Financial Officer & Secretary | |||
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press Release dated December 17, 2009, entitled “Tempur-Pedic International Names Evelyn S. Dilsaver as Director” | |
Exhibit 99.1
TEMPUR-PEDIC NAMES EVELYN S. DILSAVER AS DIRECTOR
LEXINGTON, KY, December 17, 2009 – Tempur-Pedic International Inc. (NYSE: TPX), the leading manufacturer, marketer and distributor of premium mattresses and pillows worldwide, today announced that its Board of Directors has voted to expand its Board to eleven directors and elect Evelyn S. Dilsaver to the Board of Directors and the Audit Committee of the Board of Directors.
Evelyn S. Dilsaver was President and Chief Executive Officer of Charles Schwab Investment Management from July 2004 until August 2007. Prior to serving as President and Chief Executive Officer, Ms. Dilsaver held various senior management positions with The Charles Schwab Corporation since December 1991, including Executive Vice President and Senior Vice President, Asset Management Products and Services, of Charles Schwab Investment Management and Chief Financial Officer for U.S. Trust Company. Ms. Dilsaver is also a member of the board of directors of Aeropostale, Inc., Tamalpais Bancorp and HighMark Funds as well as Blue Shield of California and other non-profit boards. Ms. Dilsaver is a Certified Public Accountant and holds a B.S. degree in Accounting from California State University-Hayward.
“I am delighted to welcome Evelyn Dilsaver to our Board of Directors. She comes to Tempur-Pedic from a professional career in finance, accounting and general management and considerable experience with consumer-oriented businesses. I am confident Evelyn will make substantial contributions to our Company,” stated P. Andrews McLane, Chairman of the Board of Directors.
About the Company
Tempur-Pedic International Inc. (NYSE: TPX) manufactures and distributes mattresses and pillows made from its proprietary TEMPUR(R) pressure-relieving material. It is the worldwide leader in premium and specialty sleep. The Company is focused on developing, manufacturing and marketing advanced sleep surfaces that help improve the quality of life for people around the world. The Company’s products are currently sold in over 80 countries under the TEMPUR(R) and Tempur-Pedic(R) brand names. World headquarters for Tempur-Pedic International is in Lexington, KY. For more information, visit http://www.tempurpedic.com or call 800-805-3635.
Investor Relations Contact:
Barry Hytinen
Vice President, Investor Relations and Financial Planning & Analysis
800-805-3635