LEGGETT Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

LEGGETT Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Adoption of 2017 Individual Performance

On February20, 2017, the Compensation Committee adopted
individual performance goals (IPGs) for our named executive
officers. We expect that 20% of each executives cash award under
our 2014 Key Officers Incentive Plan will be based on the
achievement of the IPGs and will be included in the 2017 award
formula adopted by the Committee at the end of March 2017. The
IPGs for our named executive officers for 2017 are:

Karl G.
: Strategic planning and succession

Matthew C.
: Strategic planning, information technology
improvements, succession planning and efficiency

Perry E.
Growth initiatives and succession planning;

Jack D.
: Mr.Crusa
was not assigned IPGs for 2017.

David S. Haffner was the Companys Board Chair and Chief
Executive Officer through December31, 2015. He was not
employed by the Company after this date. As such, he did not
receive IPGs for 2017.
As previously reported, Mr.Crusa notified the Company that
his retirement date is expected to be December31, 2017. As
determined in January 2017, as part of Mr.Crusas retirement
transition, he will participate in the Companys Key
Management Incentive Compensation Plan (the KMICP), which is
a cash bonus plan for non-executive officers. The award
formula for the KMICP is expected to be adopted in March
2017. Historically, the KMICP has had performance objectives
based on Return on Capital Employed (70% relative weight) and
Free Cash Flow (30% relative weight).

The achievement of the IPGs is measured by the following

Individual Performance Goals Payout Schedule

(1-5 scale)



1 Did not achieve goal


2 Partially achieved goal


3 Substantially achieved goal


4 Fully achieved goal


5 Significantly exceeded goal

upto150 %


Item5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On February21, 2017, the Board of Directors ofthe Company, on
recommendation ofthe Nominating Corporate
GovernanceCommittee,approvedan amendment and restatementofthe
Companys Bylaws, to implementproxy access as a means for the
Companys shareholders to include shareholder-nominated director
candidates in the Companys proxy materials for its annual meeting
of shareholders if certain qualifying conditions are met, and
make certain refinements and conforming changes to the advance
notice provisions for the requirements for shareholder business
at an annual meeting contained in Section 1.2(b) of the Bylaws,
and shareholder nominations contained in Section 2.2(b) of the
Bylaws, and make certain other updates.The amendments were
effective upon approval, with proxy access first being available
for the Companys 2018 Annual Meeting of Shareholders.

The amended Bylaws add new Section 2.2(e) that permitsa
qualifying shareholder, ora group ofup to20 such
shareholders,owning atleast three percent ofthe Companys
outstandingstock continuously foratleast threeyearsto nominate,
and include inthe Companys annual meeting proxymaterials,
qualifying director nominees constituting up to the greater of
two directors or 20% of the Board,provided that the shareholders
and nominees satisfy the eligibility, proceduraland
otherrequirements specified in the Bylaws. The Boards decision to
adopt the proxy access amendments followed the Boards review of
evolving governance practices and engagement with shareholders.

With respect to the advance notice provisions, in addition to
conforming changes to reflect proxy access, the Bylaws were
updated to provide a mechanism for updates and supplements of
required information to ensure that the information provided in
such notice is true and correct not only as of the date
originally received by the Company, but also as of the record
date for the annual meeting of shareholders and as of the
specified date prior to the annual meeting.

The amended Bylaws also provide that special meetings of the
Board of Directors may be called by any of the Board Chair, the
Lead Director, the Chief Executive Officer, the President or at
the written request of three or more directors.

The preceding summary is qualified in its entirety by reference
to the Bylaws, as amended through February21, 2017. The Bylaws,
as amended, and a copy of the amended provisions marked to show
changes from the prior provisions, are included as Exhibits 3.2.1
and 3.2.2, respectively, to this Current Report on Form 8-K and
are incorporated by reference.


Item9.01 Financial Statements and Exhibits.

(d) Exhibits.




3.2.1* Bylaws of the Company, as amended through February21, 2017
3.2.2* Sections 1.2(b)(3), 2.2(b)(3), 2.2(e)(g) and 2.4(b) of the
Bylaws of the Company, as amended through February21, 2017,
marked to show changes from the prior Bylaw provisions, as
amended through November3, 2015
10.1* Summary Sheet of Executive Cash Compensation
* Filed with this Form 8-K.



Leggett & Platt, Incorporated is a manufacturer of engineered components and products found in homes, offices, automobiles and commercial aircraft. The Company operates in four segments: Residential Furnishings, Commercial Products, Industrial Materials and Specialized Products. The Residential Furnishings segment manufactures steel coiled bedsprings. In the Commercial Products segment, it designs, manufactures and distributes a range of components and finished products for the office seating and specialty retail markets. The Company’s Specialized Products segment designs, manufactures and sells products, including automotive seating components, tubing for the aerospace industry, specialized machinery and equipment, and service van interiors. The Company’s brands include ComfortCore, Mira-Coil, VertiCoil, Lura-Flex, Superlastic, Semi-Flex, Active Support Technology, Super Sagless, No-Sag, LPSense, Hanes, Schukra, Pullmaflex, Flex-O-Lator, Gribetz and Porter.


LEGGETT & PLATT, INCORPORATED (NYSE:LEG) closed its last trading session down -0.14 at 48.93 with 852,648 shares trading hands.

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