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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***
Exercise Your Right
to
Vote ***
IMPORTANT
NOTICE Regarding
the Availability of Proxy Materials
0; Meeting
Information
0; Meeting
Type: Annual
Meeting
TEMPUR-PEDIC
INTERNATIONAL,
INC. For
holders as of: March
05, 2010
0; Date:
Time: May 04,
2010 10:00 AM EDT
0; Location:
Offices
of Bingham McCutchen
0; One
Federal Street, 13th Floor
Boston, MA
02110
You are receiving this communication
because you hold
shares in the above
named company.
TEMPUR-PEDIC
INTERNATIONAL, INC.
1713
JAGGIE FOX WAY
LEXINGTON,
KY 40511
This is
not a ballot. You cannot use this notice to vote
these shares. This
communication presents only an
overview of the more complete proxy
materials that are
available to you on the Internet. You
may view the proxy
materials online at
www.proxyvote.com
or easily
request a
paper copy (see reverse
side).
We encourage you to access and review
all of the
important information contained in the
proxy materials
before voting.
See the reverse side of this
notice to obtain
proxy materials and voting
instructions.
Before
You Vote
How
to Access the Proxy Materials
Proxy
Materials Available to VIEW or RECEIVE:
1.
Form 10-K 2. Notice & Proxy Statement
How
to View Online:
Have
the 12-Digit Control Number available (located on the following page) and
visit: www.proxyvote.com.
How
to Request and Receive a PAPER or E-MAIL Copy:
If
you want to receive a paper or e-mail copy of these documents, you must request
one. There is NO charge for
requesting
a copy. Please choose one of the following methods to make your
request:
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.
Requests,
instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment
advisor.
Please make the request as instructed above on or before April 20, 2010 to
facilitate timely delivery.
How
To Vote
Please
Choose One of The Following Voting Methods
Vote
In Person:
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.
Vote
By Internet:
To
vote now by Internet, go to www.proxyvote.com.
Have
the 12 Digit Control Number available and
follow the instructions.
Vote
By Mail:
You
can vote by mail by requesting a paper copy of the materials, which will include
a proxy card.
Voting
items
The
Board of Directors recommends you
vote
FOR the following proposal(s):
1.
Election
of Directors
Nominees
1a Mark
Sarvary
1b Evelyn
Dilsaver
1c Francis
A. Doyle
1d John
Heil
1e Peter
K. Hoffman
1f Sir
Paul Judge
1g Nancy
F. Koehn
1h Christopher
A. Masto
1i P.
Andrews McLane
1j Robert
B, Trussell, Jr.
The
Board of Directors recommends you
vote
FOR the following proposal(s):
2.
RATIFICATION
OF ERNST & YOUNG LLP AS
INDEPENDENT
AUDITORS
3.
PROPOSAL
TO APPROVE THE COMPANY'S
AMENDED
AND RESTATED ANNUAL INCENTIVE
BONUS
PLAN FOR SENIOR EXECUTIVES