TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 28,2017, the Compensation Committee of the Board of Directors of Tempur Sealy International, Inc. (the "Company") approved amendments to equity award agreements with members of its senior management, including the following Executive Vice Presidents ("EVPs"): Rick Anderson, EVP and President, North America; Cliff Buster, EVP, Direct to Consumer, North America; David Montgomery, EVP and President, International; Bhaskar Rao, EVP and Chief Financial Officer; and Scott Vollet, EVP, Global Operations. The award agreements being amended are listed below (the "Award Agreements"):

Type of Award Agreement

Applicable EVPs

Restricted Stock Unit (“RSU”) Award Agreement,

dated October 13, 2017

Rao

RSU Award Agreement, dated September 5, 2017

Buster

RSU Award Agreement, dated January 5, 2017

Anderson, Montgomery, Rao, Vollet

Matching Performance Restricted Stock Unit

Award Agreement, dated between March 18, 2016

and June 10, 2016

Anderson, Rao, Vollet

Stock Option Agreement, dated February 27, 2015

Anderson, Montgomery, Rao, Vollet

RSU Award Agreement, dated February 11, 2016

Anderson, Montgomery, Rao, Vollet

The amendments to the Award Agreements provide the Compensation Committee of the Company's Board of Directors with additional discretion to determine whether all, part or none of the outstanding unvested equity awards should remain outstanding and continue to vest upon any “Retirement” (as defined in the amended Award Agreements) approved by the Committee as an “Approved Retirement.” These amendments to the Award Agreements are similar to the award agreement amendments entered into with Scott Thompson, the Company’s Chairman, President and Chief Executive Officer, described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2017. The foregoing summary of theAward Agreement amendmentsare qualified in their entirety

by the text of theAward Agreement amendments, copies of which will be filed as exhibits to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2017.


About TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX)

Tempur Sealy International, Inc. is a bedding provider. The Company develops, manufactures, markets and distributes bedding products. It operates in two segments: North America, which consists of Tempur and Sealy manufacturing and distribution subsidiaries, joint ventures and licensees located in the United States and Canada, and International, which consists of Tempur and Sealy manufacturing and distribution subsidiaries, joint ventures and licensees located in Europe, Asia-Pacific and Latin America. Its brands include TEMPUR, Tempur-Pedic, Sealy, Sealy Posturepedic, Optimum and Stearns & Foster. It sells products through over two distribution channels in each segment: retail (furniture and bedding retailers, department stores, specialty retailers and warehouse clubs), and other (direct-to-consumer through e-commerce platforms, company-owned stores and call centers, third-party distributors, hospitality and healthcare customers).