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.

Entry into New Severance Benefit
Agreements

On May9, 2017, the Company entered into Severance Benefit
Agreements with Karl G. Glassman, President CEO, Matthew C.
Flanigan, Executive Vice President CFO, Perry E. Davis, Executive
Vice President, President Residential Products Industrial
Products, and J. Mitchell Dolloff, Executive Vice President,
President Specialized Products Furniture Products (collectively
the Severance Agreements). Upon a Change in Control of the
Company, the 2017 Severance Agreements provide for severance
payments and benefits during a Protected Period following the
Change in Control. The Protected Period is 24 months for each
executive.

In general, a Change in Control is deemed to occur when: (i)a
shareholder becomes the beneficial owner of 40% or more of our
common stock, (ii)the current directors, as of the date of the
agreement, or their successors no longer constitute a majority of
the Board of Directors, (iii)after a merger or consolidation with
another corporation, less than 65% of the voting securities of
the surviving corporation are owned by our former shareholders,
(iv)the Company liquidates, sells or otherwise transfers
substantially all of its assets to an unrelated third party; or
(v)the Company enters into an agreement, including a letter of
intent, which contemplates a Change in Control (as described
above), or the Company or a person makes a public announcement of
an intention to take actions which, if consummated, would result
in a Change in Control (as described above).

The payments and benefits under the 2017 Severance Agreements are
subject to a double trigger; that is, they become due only after
both (i)a Change in Control of the Company and (ii)the executive
officers employment is terminated by the Company (except for
cause or upon disability) or the executive officer terminates his
employment for good reason.

In general, the executive officer would have good reason to
terminate his employment if he were required to relocate or
experienced a reduction in job responsibilities, title,
compensation or benefits, or if the successor company did not
assume the obligations of the 2017 Severance Agreement. The
Company may cure the good reason for termination within 30 days
of receiving notice from the executive.

Events considered grounds for termination by the Company for
cause under the 2017 Severance Agreements generally include the
executives (i)conviction of a felony or any crime involving
property of the Company; (ii)willful breach of the Companys Code
of Business Conduct or Financial Code of Ethics that causes
significant injury to the Company; (iii)willful act or omission
involving fraud, misappropriation or dishonesty that causes
significant injury to the Company or results in material
enrichment to the executive at the Companys expense; (iv)willful
violations of specific written directions of the Board following
notice of such violation; or (v)continuing, repeated, or willful
failure to substantially perform duties after written notice from
the Board.

The 2017 Severance Agreements have no fixed termination period,
but continue as long as the executive is employed by the Company
or any successor. However, after May9, 2020, the Company or the
executive has the right to unilaterally terminate the 2017
Severance Agreement upon one year written notice to the other
party, so long as the Protected Period is not in effect.

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Upon termination of employment by the Company (except for cause
or upon disability) or by the executive for good reason during
the Protected Period, the Company will provide the following
payments and benefits:

SeveranceBenefit

Timing and/or Amount of Payment

Base Salary Through the date oftermination
Cash Bonus under 2014 Key Officers Incentive Plan
(KOIP)
Pro-rata incentive award for the year of termination based
upon the results achieved under the KOIP for the year
Severance Payments 200%ofBaseSalary (Base Salary is currently $1,175,000 for
Glassman, $550,000 for Flanigan, and $500,000 each for Davis
and Dolloff) plus 200% of the executives target bonus amount
(currently 120% of Base Salary under the KOIP for Glassman,
and 80% each for Flanigan, Davis and Dolloff), paid in
bi-weekly installments over 24months
Continued Benefits Continuedhealthinsurance and fringe benefits for 24 months,
as permitted by the Internal Revenue Code (IRC), or an
equivalent lump sum payment
Additional Retirement Benefits Lump sum additional retirement benefit based on the actuarial
equivalent of an additional 24 months of continuous service

All amounts received by the executive as health insurance or
fringe benefits from a new full-time job will reduce the benefits
under the 2017 Severance Agreement. However, the executive is not
required to mitigate the amount of any termination payment or
benefit provided under the agreement. The 2017 Severance
Agreements contain a non-competition covenant for two years after
the termination date. If violated the Companys sole remedy is to
cease payment of any further benefits.

The disclosure above is only a brief description of the 2017
Severance Agreements and is qualified in its entirety by such
agreements with Mr.Glassman, Mr.Flanigan, Mr.Davis and
Mr.Dolloff, each of which is attached as Exhibits 10.1, 10.2,
10.3 and 10.4, respectively, and incorporated herein by
reference.

Termination of Prior Severance Benefit
Agreements

On May9, 2017, in conjunction with the entry into the 2017
Severance Agreements referenced above, the existing severance
benefit agreements with Mr.Glassman, Mr.Flanigan and Mr.Dolloff
were terminated. Mr.Davis did not previously have a severance
benefit agreement with the Company. Reference is made to (i)the
Amended and Restated Severance Benefit Agreement between the
Company and Karl G. Glassman, dated March1, 2013, filed March6,
2013 as Exhibit 10.6 to the Companys Form 8-K; (ii)the Severance
Benefit Agreement between the Company and Matthew C. Flanigan,
dated March1, 2013, filed March6, 2013 as Exhibit 10.7 to the
Companys Form 8-K; and (iii)the Amended and Restated Severance
Benefit Agreement between the Company and J. Mitchell Dolloff,
dated December30, 2008, filed May9, 2017 as Exhibit 10.1 to the
Companys Form 10-Q (collectively referred to as the
Terminated Agreements.)

Upon a Change in Control of the Company, the Terminated
Agreements provided for severance payments and benefits during a
Protected Period following the Change in
Control. The Protected Period was 30 months for Mr.Glassman, 24
months for Mr.Flanigan and 12 months for Mr. Dolloff.

In general, a Change in Control under the Terminated Agreements
was deemed to occur under the same circumstances as described in
(i)through (iv) in the Change in Control definition paragraph
above under the 2017 Severance Agreements; provided a Change in
Control occurred under Mr.Dolloffs agreement with a 25%
beneficial owner (as opposed to 40%) and if less than 75% (as
opposed to 65%) of the voting securities of the surviving
corporation were owned by our former shareholders after a merger
or consolidation.

The payments and benefits under the Terminated Agreements were
subject to a double trigger; that is, they became due only after
both (i)a Change in Control of the Company and (ii)the executive
officers employment was terminated by the Company (except for
cause or upon disability) or the executive officer terminated his
employment for good reason.

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In general, the executive officer would have good reason to
terminate his employment if he were required to relocate or
experienced a reduction in job responsibilities, compensation or
benefits, or if the successor company did not assume the
obligations of the Terminated Agreement. The Company could cure
the good reason for termination within 30 days of receiving
notice from the executive. Events considered grounds for
termination by the Company for cause under the Terminated
Agreements were substantially the same or similar as those in the
2017 Severance Agreements described above. The Terminated
Agreements had no fixed termination period, but continued as long
as the executive was employed by the Company or any successor.

Upon termination of employment by the Company (except for cause
or upon disability) or by the executive for good reason during
the Protected Period, the Terminated Agreements would have
provided the following payments and benefits:

Provision

Glassman

Flanigan

Dolloff

Base Salary Through the date of termination Through the date of termination Through the date of termination
Cash Bonus under 2014 Key Officers Incentive Plan
(KOIP)
Pro-rata incentive award at the maximum payout level under
KOIP for the year of termination
Pro-rata incentive award at the maximum payout level under
KOIP for the year of termination
Pro-rata incentive award at the maximum payout level under
KOIP for the year of termination
Monthly Severance Payments 250%of Base Salary (Base Salary is currently $1,175,000) plus
250% of the executives target bonus amount (currently 120% of
Base Salary under KOIP), paid over 30 months
200% of Base Salary (Base Salary is currently $550,000) plus
200% of the executives target bonus amount (currently 80% of
Base Salary under KOIP), paid over 24 months
50% of Base Salary (Base Salary is currently $500,000) plus
50% of target bonus amount (currently 80% of Base Salary
under KOIP), paid over 12 months
Continued Benefits

Continuedhealthinsurance

and fringe benefits for 30 months, as permitted by the IRC,
or an equivalent lump sum payment

Continued health insurance and fringe benefits for 24 months,
as permitted by the IRC, or an equivalent lump sum payment
Continued health insurance and fringe benefits for 12 months,
as permitted by the IRC

Additional Retirement Benefits

Lump sum additional retirement benefit based on the actuarial
equivalent of an additional 30months of continuous service
Lump sum additional retirement benefit based on the actuarial
equivalent of an additional 24months of continuous service
Lump sum additional retirement benefit based on the actuarial
equivalent of an additional 12months of continuous service

All amounts received by Mr.Glassman, Mr.Flanigan or Mr.Dolloff as
health insurance or fringe benefits from a new full-time job
would have reduced the benefits under the Terminated Agreements.
However, the executive was not required to mitigate the amount of
any termination payment or benefit provided under the agreements.
In addition, Mr. Dolloffs agreement provided that, prior to a
Change in Control, the Company could not terminate his
employment, other than for cause except upon at least three
months prior notice.

The disclosure above is only a brief description of the
Terminated Agreements and is qualified in its entirety by such
agreements with Mr.Glassman, Mr.Flanigan and Mr.Dolloff, each of
which is listed as Exhibits 10.5, 10.6 and 10.7, respectively,
and incorporated herein by reference.

Personal Use of Corporate Aircraft by
CEO

On May8, 2017, the Compensation Committee of the Board (the
Committee) adopted resolutions regarding the personal
use of corporate aircraft by Karl G. Glassman, President CEO.
Following the Committees comprehensive review of Mr.Glassmans
compensation package and given the location of the Companys
headquarters outside of a major metropolitan area, the Committee
extended this perquisite to facilitate the CEOs schedule and to
enable him to more efficiently attend to Company business while

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traveling. Mr.Glassmans use of corporate aircraft for personal
travel by him and his guests, subject to the aircraft not being
scheduled for business purposes, is subject to an annual limit of
$100,000 in aggregate incremental cost to the Company, including
the cost of deadhead flights necessitated by such personal use.
The Company will not provide tax reimbursements to Mr.Glassman
for any taxes arising from imputed income relating to his use of
the corporate aircraft for personal travel by him or his guests.
The Description of Personal Use of Corporate Aircraft by Karl G.
Glassman is attached as Exhibit 10.8 and is incorporated herein
by reference.

Employment Agreements Expire by their Stated
Terms

Mr.Glassman and Mr.Flanigan each entered into employment
agreements with the Company on March1, 2013. Each employment
agreement expired, by its stated terms, on the date of the 2017
annual shareholder meeting, which was held May9, 2017. Reference
is made to (i)the Employment Agreement between the Company and
Karl G. Glassman, dated March1, 2013, filed March6, 2013 as
Exhibit 10.3 to the Companys Form 8-K, and (ii)the Employment
Agreement between the Company and Matthew C. Flanigan, dated
March1, 2013, filed March6, 2013 as Exhibit 10.4 to the Companys
Form 8-K.

Item5.07 Submission of Matters to a Vote of Security
Holders.

The Company held its annual meeting of shareholders on May9,
2017. In connection with this meeting, proxies were solicited to
Section14(a) of the Securities Exchange Act of 1934, as amended.
Matters voted upon were (i)the election of nine directors;
(ii)the ratification of the Audit Committees selection of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the year ending December31, 2017;
(iii) an advisory vote to approve named executive officer
compensation as described in the Proxy Statement; and (iv)an
advisory vote concerning the frequency of future advisory votes
on named executive officer compensation. The number of votes cast
for and against, as well as abstentions and broker non-votes,
with respect to each matter, as applicable, are set out below.

1.
ProposalOne:ElectionofDirectors.All
nine nominees for director listed in the Proxy Statement were
elected to hold office until the next annual meeting of
shareholders or until their successors are elected and qualified,
with the following vote:

DIRECTORNOMINEE FOR AGAINST ABSTAIN BROKER NON-VOTE
Robert E. Brunner 97,251,753 1,913,888 120,718 17,725,242
Robert G. Culp, III 93,295,882 5,871,045 119,432 17,725,242
R. Ted Enloe, III 81,718,381 17,448,657 119,321 17,725,242
ManuelA.Fernandez 97,163,817 2,010,796 111,746 17,725,242
Matthew C. Flanigan 95,628,377 3,526,790 131,192 17,725,242
Karl G. Glassman 98,805,756 342,037 138,566 17,725,242
JosephW.McClanathan 92,999,764 6,166,453 120,142 17,725,242
Judy C. Odom 94,699,337 4,474,319 112,703 17,725,242
Phoebe A. Wood 96,200,201 2,984,014 102,144 17,725,242

2.
ProposalTwo:RatificationofIndependentRegisteredPublicAccountingFirm.
The ratification of the Audit Committees selection of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the year ending December31, 2017 was
approved with the following vote:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

110,730,828 6,114,579 166,194 N/A

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3.
ProposalThree:AdvisoryVotetoApproveNamedExecutiveOfficerCompensation.The
advisory vote to approve the Companys named executive officer
compensation package as described in the Executive Compensation
and Related Matters section of the Companys Proxy Statement
(commonly known as Say-on-Pay) consisted of the
following:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

92,318,884 5,827,526 1,139,763 17,725,428

4.
ProposalFour:FrequencyofFutureAdvisoryVotesonNamedExecutiveOfficerCompensation.
The advisory vote concerning the frequency of future Say-on-Pay
votes on named executive officer compensation consisted of the
following:

Every

1 YEAR

Every

2 YEARS

Every

3 YEARS

ABSTAIN

BROKER

NON-VOTE

86,069,301 1,721,617 10,525,388 969,867 17,725,428

In light of this
vote, the Board determined to include a Say-on-Pay advisory vote
in its proxy materials annually, until the next annual meeting at
which an advisory vote on the frequency of Say-on-Pay votes is
conducted.

Item9.01 Financial
Statements and Exhibits.

(d)
Exhibits.

Exhibit

No.

Description

10.1* Severance Benefit Agreement between the Company and Karl G.
Glassman, dated May9, 2017
10.2* Severance Benefit Agreement between the Company and Matthew
C. Flanigan, dated May9, 2017
10.3* Severance Benefit Agreement between the Company and Perry E.
Davis, dated May9, 2017
10.4* Severance Benefit Agreement between the Company and J.
Mitchell Dolloff, dated May9, 2017
10.5 Amended and Restated Severance Benefit Agreement between the
Company and Karl G. Glassman, dated March1, 2013, filed
March6, 2013 as Exhibit 10.6 to the Companys Form 8-K, is
incorporated by reference. (SEC File No.001-07845)
10.6 Severance Benefit Agreement between the Company and Matthew
C. Flanigan, dated March1, 2013, filed March6, 2013 as
Exhibit 10.7 to the Companys Form 8-K, is incorporated by
reference. (SEC File No.001-07845)
10.7 Amended and Restated Severance Benefit Agreement between the
Company and J. Mitchell Dolloff, dated December30, 2008,
filed May9, 2017 as Exhibit 10.1 to the Companys Form 10-Q,
is incorporated by reference. (SEC File No.001-07845)
10.8* Description of Personal Use of Corporate Aircraft by Karl G.
Glassman
* Denotes filed herewith.

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About LEGGETT & PLATT, INCORPORATED (NYSE:LEG)

Leggett & Platt, Incorporated is a manufacturer that conceives, designs and produces a range of engineered components and products found in homes, offices and automobiles. The Company operates in four segments: Residential Furnishings, Commercial Products, Industrial Materials and Specialized Products. Its brands include ComfortCore, Mira-Coil, VertiCoil, Quantum, Nanocoil, Lura-Flex and Active Support Technology, which includes mattress innersprings; Semi-Flex, which includes box spring components and foundations; Spuhl, which includes mattress innerspring manufacturing machines; Wall Hugger, which includes recliner chair mechanisms; Super Sagless, which includes motion and sofa sleeper mechanisms; No-Sag, which includes wire forms used in seating; LPSense, which includes capacitive sensing; Hanes, which includes fabric materials; Schukra, Pullmaflex and Flex-O-Lator, which includes automotive seating products, and Gribetz and Porter, which includes quilting and sewing machines.

LEGGETT & PLATT, INCORPORATED (NYSE:LEG) Recent Trading Information

LEGGETT & PLATT, INCORPORATED (NYSE:LEG) closed its last trading session down -0.34 at 53.16 with 673,711 shares trading hands.

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