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

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 OfficersItem 5.02(e)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Tempur Sealy International, Inc. (the “Company” or “Tempur Sealy”) is filing this Current Report on Form8-K to provide updated information regarding the Tempur Sealy International, Inc. Long-Term Incentive Plan (the “Long-Term Incentive Plan”) originally established under the Company’s 2013 Equity Incentive Plan (“2013 EIP”) in order to facilitate the grant of equity or equity-based awards based on the Company’s achievement of certain pre-determined performance goals during certain designated periods.

The Board of Directors of the Company approved an amendment and restatement of the Long-Term Incentive Plan on July20, 2017 (the “Amended and Restated Long-Term Incentive Plan”). As previously reported, the Company’s stockholders approved certain revisions to the 2013EIP at the Company’s Annual Meeting of Stockholders held on May11, 2017. Among other matters, the amendments to the 2013EIP increased the number of shares authorized for issuance under the 2013EIP and approved the performance metrics relating to performance-based awards granted under the 2013EIP that are intended to comply with Section162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The purpose of the amendment and restatement of the Long-Term Incentive Plan was to incorporate those changes.

The purpose of the Amended and Restated Long-Term Incentive Plan remains to attract and retain the best possible executive talent, motivate executive officers and employees, attain long-term objectives and strategic initiatives and to further align the interests of executive officers and employees with those of Tempur Sealy’s stockholders. Amounts paid under the Amended and Restated Long-Term Incentive Plan are generally intended to qualify as performance-based compensation under Section162(m) of the Code. The maximum number of shares of stock that may be granted to or the subject of outstanding awards under the Amended and Restated Long-Term Incentive Plan is limited to the number of shares of stock available under the Amended and Restated 2013EIP, and new awards may not be made after expiration of the Amended and Restated 2013EIP.

The Compensation Committee will continue to administer the Amended and Restated Long-Term Incentive Plan, including identifying participating executive officers and employees, establishing Tempur Sealy performance goals and determining the applicable period of performance. The performance period is the length of time during which the achievement of Tempur Sealy performance goals are measured as designated by the Compensation Committee.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

TEMPUR SEALY INTERNATIONAL, INC. ExhibitEX-10.1 2 exhibit101ltip.htm EXHIBIT 10.1 Exhibit TEMPUR SEALY INTERNATIONAL,…To view the full exhibit click here
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).