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 11, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
| 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)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
| (a) | The Company's Annual Meeting of Stockholders was held on May 11, 2023. | ||||
| (b) | Of the 172,070,974 shares of the Company’s common stock outstanding as of the record date, 162,545,337 shares were represented at the Annual Meeting. | ||||
| (c) | The name of each director elected at the meeting and a brief description of each other matter voted upon at the meeting is set forth below. | ||||
| The stockholders (1) elected all of the Company's nominees for director; (2) ratified the appointment of Ernst and Young LLP as the Company's independent auditor for the year ending December 31, 2023; (3) approved, on an advisory basis, the Compensation of the Company's Named Executive Officers; and (4) approved, on an advisory basis, the frequency of future executive compensation votes. The tabulation of votes for each proposal is as follows: | |||||
(1) Election of Directors
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| EVELYN S. DILSAVER | 151,400,900 | 3284588 | 3,284,588 | 7821251 | 38,598 | 7,821,251 | |||||||||||||||||
| SIMON JOHN DYER | 152,946,534 | 1731097 | 1,731,097 | 7821251 | 46,455 | 7,821,251 | |||||||||||||||||
| CATHY R. GATES | 154,182,633 | 501472 | 501,472 | 7821251 | 39,981 | 7,821,251 | |||||||||||||||||
| JOHN A. HEIL | 150,077,508 | 4597630 | 4,597,630 | 7821251 | 48,948 | 7,821,251 | |||||||||||||||||
| MEREDITH SIEGFRIED MADDEN | 153,435,534 | 1249950 | 1,249,950 | 7821251 | 38,602 | 7,821,251 | |||||||||||||||||
| RICHARD W. NEU | 153,063,127 | 1614829 | 1,614,829 | 7821251 | 46,130 | 7,821,251 | |||||||||||||||||
| SCOTT L. THOMPSON | 151,876,537 | 2497198 | 2,497,198 | 7821251 | 350,351 | 7,821,251 | |||||||||||||||||
(2) Ratification of Independent Auditors
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 160,944,001 | 1,562,431 | 38,905 | N/A | ||||||||||||||||||||
(3) Advisory Vote to Approve the Compensation of Named Executive Officers as described in the Company's 2023 Proxy Statement
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 133,401,353 | 21,275,136 | 47,597 | 7,821,251 | ||||||||||||||||||||
(4) Advisory Vote on the Frequency of Advisory Votes on the Compensation of the Company's Named Executive Officers
| 1 year | 2 years | 3 years | Abstain | ||||||||||||||||||||
| 151,431,834 | 14,244 | 3,235,494 | 42,514 | ||||||||||||||||||||
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: May 11, 2023
| Tempur Sealy International, Inc. | ||||||||
| By: | /s/ Bhaskar Rao | |||||||
| Name: | Bhaskar Rao | |||||||
| Title: | Executive Vice President & Chief Financial Officer | |||||||