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) January 29, 2016
TEMPUR SEALY 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.) |
1000 Tempur 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)) | |
INTRODUCTORY COMMENT
Throughout this Current Report on Form 8-K, the terms “we,” “us,” “our” and “Company” refer to Tempur Sealy International, Inc.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 2, 2016, Tempur Sealy International, Inc. issued a press release providing an update on proposed changes in its Board of Directors (the “Board”) as part of its ongoing efforts to refresh and transition its Board. In connection with a review over the last several months by the Board’s Nominating and Corporate Governance Committee (the “NCG Committee”) of the Board’s size, composition and tenure, including discussions with Board members about their individual plans, Francis A. Doyle, Peter K. Hoffman, Sir Paul Judge, Nancy F. Koehn and Lawrence J. Rogers informed the NCG Committee that they did not wish to stand for re-election, and would retire as directors effective upon completion of the Company’s Annual Meeting of Stockholders scheduled for May 5, 2016 (the “2016 Annual Meeting”).
The Company also announced on February 2, 2016, that in order for the Company to continue to avail itself of Mr. Rogers’ experience and services following his retirement from the Board, the Company expects to enter into a consulting agreement with Mr. Rogers, with a term of one year and subject to annual renewal thereafter, whereby Mr. Rogers will provide consulting and other services, including remaining on the boards of two of the Company’s joint ventures.
In addition to the foregoing changes, on February 1, 2016, the Board voted to appoint Richard W. Neu as a member of two committees of the Board, the Audit Committee and Compensation Committee, effective immediately. The Board also approved the appointment of Mr. Neu as Lead Director, effective upon completion of the 2016 Annual Meeting and subject to his re-election as a director at the 2016 Annual Meeting. Mr. Neu joined the Company’s Board in October 2015.
Furthermore, the Company announced on February 2, 2016, that the Board has determined that, effective at the 2016 Annual Meeting and subject to their re-election as directors: the Audit Committee will consist of Evelyn S. Dilsaver (Chair), John A. Heil and Richard W. Neu; the Compensation Committee will consist of Jon L. Luther (Chair), Usman Nabi and Richard W. Neu; and the NCG Committee will consist of John A. Heil (Chair), Evelyn S. Dilsaver, Jon L. Luther and Usman Nabi.
A copy of the press release is attached to this Current Report as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
On February 2, the Company issued a press release announcing certain proposed changes in its Board as part of its ongoing efforts to refresh and transition its Board. The press release is attached to this Current Report as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit | Description | |
99.1 | Press Release dated February 2, 2015 "Tempur Sealy Streamlines Board of Directors - Focuses on Refreshing and Downsizing" | |
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: February 2, 2016
Tempur Sealy International, Inc. | ||
By: | /s/ Barry A. Hytinen | |
Name: | Barry A. Hytinen | |
Title: | Executive Vice President & Chief Financial Officer | |
EXHIBIT INDEX
Exhibit | Description | |
99.1 | Press Release dated February 2, 2015 "Tempur Sealy Streamlines Board of Directors - Focuses on Refreshing and Downsizing" | |
TEMPUR SEALY STREAMLINES BOARD OF DIRECTORS
FOCUSES ON REFRESHING AND DOWNSIZING
LEXINGTON, KY, FEBRUARY 2, 2016 - Tempur Sealy International, Inc. (NYSE: TPX), the world’s largest bedding provider, provided an update on proposed changes in its Board of Directors (the “Board”) as part of its ongoing efforts to refresh and transition its Board.
Board Changes. In connection with a review over the last several months by the Board’s Nominating and Corporate Governance Committee (the “NCG Committee”) of the Board’s size, composition and tenure, including discussions with Board members about their individual plans, Francis A. Doyle, Peter K. Hoffman, Sir Paul Judge, Nancy F. Koehn and Lawrence J. Rogers informed the NCG Committee that they did not wish to stand for re-election, and would retire as directors effective upon completion of the Company’s Annual Meeting of Stockholders scheduled for May 5, 2016 (the “2016 Annual Meeting”).
The decisions to not stand for re-election were not because of any disagreements with the Board on any matters relating to the Company’s operations, policies, practices or leadership. These directors support the Company’s ongoing business strategy.
The Board of Directors, upon recommendation of the NCG Committee after this review, approved going forward with a smaller Board and nominated seven directors for re-election at the 2016 Annual Meeting. The seven directors nominated for re-election are Scott L. Thompson, Chairman and CEO, Evelyn S. Dilsaver, John A. Heil, Jon L. Luther, Usman Nabi, Richard W. Neu and Robert B. Trussell. Jr.
These decisions reflect the Board’s continuing efforts to accomplish Board refreshment and a determination that a smaller Board was more appropriate for the Company than the current 12 person Board. The Company also noted that these directors, other than Mr. Rogers, had average Board tenure of approximately 11 years. The Company also announced that, in order to avail itself of Mr. Rogers’ experience and services, it expects to sign a consulting agreement with Mr. Rogers to provide consulting and other services, including remaining on the boards of two of the Company’s joint ventures, with a term of one year and subject to annual renewal thereafter.
“I truly wish to thank all the retiring directors for their many years of dedicated service to the Company, with tenures ranging all the way back to the Company’s IPO in 2003”, said Scott Thompson, Chairman and CEO. “When I was Chairman and CEO at Dollar Thrifty, I worked with a 7 person board of directors, and I think a smaller Board is the right approach for Tempur Sealy. I appreciate the NCG’s thorough review in response to my request to review our Board size.”
The Company expects that a smaller Board will save approximately $1 million annually in related expenses and that all future stockholder meetings will be held in Lexington, Kentucky, where the Company is headquartered, rather than Boston, Massachusetts.
Appointment of Richard W. Neu to Committees. The Board of Directors also voted to appoint Richard W. Neu as a member of the Audit Committee and Compensation Committee, effective immediately. Mr. Neu joined the Tempur Sealy Board in October 2015.
Committees. In connection with these proposed changes in the Board, the Board has also approved the appointment of Richard W. Neu as Lead Director, effective upon completion of the 2016 Annual Meeting and subject to his re-election as a director. The Board has also determined that, effective at the 2016 Annual Meeting and subject to their re-election as directors: the Audit Committee will consist of Evelyn S. Dilsaver (Chair), John A. Heil and Richard W. Neu; the Compensation Committee will consist of Jon L. Luther (Chair), Usman Nabi and Richard W. Neu; and the NCG Committee will consist of John A. Heil (Chair), Evelyn S. Dilsaver, Jon L. Luther and Usman Nabi.
About Tempur Sealy
Tempur Sealy International, Inc. (NYSE: TPX) is the world’s largest bedding provider. Tempur Sealy International develops, manufactures and markets mattresses, foundations, pillows and other products. The Company’s brand portfolio includes many highly recognized brands in the industry, including Tempur®, Tempur-Pedic®, Sealy®, Sealy Posturepedic® and Stearns & Foster®. World headquarters for Tempur Sealy International is in Lexington, KY. For more information, visit www.tempursealy.com or call 800-805-3635.
Investor Relations Contact:
Barry Hytinen
Executive Vice President, Chief Financial Officer
Tempur Sealy International, Inc.
800-805-3635
Investor.relations@tempursealy.com