TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX) Files An 8-K Other Events

Item8.01.

The 2013Equity Incentive Plan (the Existing Plan) for
Tempur Sealy International, Inc. (the Company) was
approved by its stockholders in May 2013. The Existing Plan
provides for a total of 4,663,290 shares of the Companys common
stock that can be covered by grants. As of February28, 2017, the
Company had a total of 765,764 shares of common stock available
for future grants under the Existing Plan.

As provided in the Companys definitive proxy statement filed with
the Securities and Exchange Commission (SEC) on March27,
2017 (the Proxy Statement), the Company proposes to amend
and restate the Existing Plan (as amended and restated, the
Amended Plan) to among other matters, increase the number
of shares authorized for issuance under the Amended Plan by
4,000,000 shares, for an aggregate of 8,663,290 shares.

In connection with Proposal 3 for the Amended Plan, Institutional
Shareholder Services (ISS) has issued an against
recommendation, based in part on an interpretive issue and how it
complies with ISS Equity Plan Scorecard guidelines. The issue
relates to the change of control provisions in the Amended Plan,
which have been revised from the Existing Plan to add a double
trigger mechanism to reflect current best practices. The Amended
Plan provides in Section9(b) that (i)if a qualified
performance-based award is assumed, converted or replaced by a
successor organization following a change of control, and
(ii)within 12 months after the change of control the participant
is terminated without cause or resigns for good reason, all such
awards will vest and any remaining performance goals with respect
to such award shall be deemed to have been met at the
maximum performance level.

In order to address ISS concerns the Compensation Committee and
the Board of Directors have agreed to amend this term of the
Amended Plan so that these awards vest based on the target
performance level, not maximum level. Accordingly, the
Compensation Committee and the Board of Directors have approved
an amendment to the terms of the proposed Amended Plan by
amending Section9(b) thereof to read as follows:

(i) with respect to Awards that are assumed, converted or
replaced by a successor organization following a Change of
Control, if the Participants employment is terminated by the
Company or any of its Affiliates other than For Cause or if the
Participant resigns for Good Reason, in either case within twelve
(12)months after the occurrence of a Change of Control, all of
the Participants Awards subject to vesting which have not become
vested Awards to the applicable Award Agreement as of the date of
such termination of employment shall immediately become vested
Awards, and if such Award is a Qualified Performance-Based Award,
any remaining Performance Goals with respect to such Award shall
be deemed to have been met at the target performance level.

Summaries of the proposed Amended Plan, as amended, are set forth
in the Companys Proxy Statement, as supplemented by the Companys
definitive additional materials filed with the SEC on May2, 2017.
Those summaries and the above description of the Amended Plan, as
amended as described above, do not purport to be complete and are
qualified in their entirety by reference to the Amended Plan, as
amended as described above, which is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.

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).

TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX) Recent Trading Information

TEMPUR SEALY INTERNATIONAL, INC. (NYSE:TPX) closed its last trading session down -0.08 at 47.33 with 2,479,858 shares trading hands.