TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On March 23, 2018 the Company entered into a letter agreement (the “Letter Agreement”) with Mr. Nabi, a director of the Company, H Partners Management, LLC (“H Partners”), H Partners, LP, H Partners Capital, LLC, H Offshore Fund LTD., Rehan Jaffer and Arik Ruchim (together with H Partners, the “H Partners Group”) to which (i)the Company agreed to nominate Mr. Ruchim, an H Partners partner, to the Company’s Board of Directors at the Company’s Annual Meeting of Stockholders scheduled for May 10, 2018 (the “2018 Annual Meeting”), (ii)the H Partners Group agreed to vote at the 2018 Annual Meeting in favor of the Company’s nominees for the Board of Directors and (iii) if elected at the 2018 Annual Meeting, Mr. Ruchim would be permitted to share information with H Partners and certain related parties as the “Director” to the Non-Disclosure and Standstill Agreement dated as of June 26, 2017 among the Company and the H Partners Group and certain related parties (the “2017 Agreement”) and would be required to comply with the obligations of the Director in the 2017 Agreement. In addition, the Company agreed that Mr. Nabi, who will remain on the Board of Directors until the 2018 Annual Meeting, would only remain subject to certain provisions of the 2017 Agreement after his pending departure from H Partners and Mr. Nabi agreed he would remain subject to the Company’s Insider Trading Policy and Code of Business Conduct and Ethics until they no longer applied to him in accordance with their terms.
The above summary of the terms of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Letter Agreement, dated March23, 2018, by and between Tempur Sealy International, Inc., H Partners Management,LLC, H Partners,LP, H Partners Capital,LLC, H Offshore Fund LTD, Rehan Jaffer, Arik Ruchim and Usman Nabi.
TEMPUR SEALY INTERNATIONAL, INC. ExhibitEX-10.1 2 hpartnersletteragreementfi.htm EXHIBIT 10.1 Exhibit Exhibit 10.1TEMPUR SEALY INTERNATIONAL,…To view the full exhibit click
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).