Edgar Filing: LEGGETT & PLATT INC

LEGGETT & PLATT, INCORPORATED

Date: May 17, 2011

/S/ JOHN G. MOORE

John G. Moore

Senior Vice President – Chief Legal & HR Officer

and Secretary

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 12, 2011

LEGGETT & PLATT, INCORPORATED

(Exact name of registrant as specified in its charter)


Missouri	001-07845	44-0324630
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

No. 1 Leggett Road, Carthage, MO		64836
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 417-358-8131

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 12, 2011. In connection with this meeting, proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. Matters voted upon were (1) the election of twelve directors, (2) the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011, (3) an advisory vote on named executive officer compensation, (4) an advisory vote concerning the frequency of future votes on named executive officer compensation, and (5) a shareholder proposal requesting the addition of sexual orientation and gender identity to the Company’s written non-discrimination policy. 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. Proposal One: Elections of Directors. All twelve 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:


DIRECTOR NOMINEE	FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
Robert E. Brunner		108,149,239.820		2,126,299.712		143,868.772		16,852,898
Ralph W. Clark		108,947,213.278		1,358,875.488		113,494.538		16,852,723
R. Ted Enloe, III		104,234,219.550		6,073,983.555		111,205.199		16,852,898
Richard T. Fisher		107,027,453.603		3,276,491.814		115,462.887		16,852,898
Matthew C. Flanigan		102,859,205.365		7,436,137.719		124,065.220		16,852,898
Karl G. Glassman		108,884,920.115		1,278,355.585		256,132.604		16,852,898
Ray A. Griffith		110,099,838.747		179,622.074		139,947.483		16,852,898
David S. Haffner		108,767,489.317		1,266,523.810		385,395.177		16,852,898
Joseph W. McClanathan		108,211,540.661		2,065,862.408		142,005.235		16,852,898
Judy C. Odom		108,076,078.750		2,208,441.228		134,888.326		16,852,898
Maurice E. Purnell, Jr.		108,959,670.044		1,345,870.200		113,868.060		16,852,898
Phoebe A. Wood		108,098,966.871		2,186,162.198		134,279.235		16,852,898

2. Proposal Two: Ratification of Selection of Independent Registered Public Accounting Firm. The ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 was approved with the following vote:


FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
	125,451,804.156		1,533,045.594		287,281.554		175

3. Proposal Three: Advisory Vote on Executive Compensation. The advisory vote to approve the Company’s named executive officer compensation package as described in the “Executive Compensation” section of the Company’s proxy statement (commonly known as “Say-on-Pay”) consisted of the following:


FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
	102,090,885.754		8,075,434.321		252,938.229		16,853,048

4. Proposal Four: Frequency of Future Advisory Votes on Executive Compensation. 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
	57,681,789.367		861,883.627		51,511,756.186		363,979.124		16,852,898

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.

5. Proposal Five: Shareholder Proposal Requesting the Addition of Sexual Orientation and Gender Identity to the Company’s Written Non-Discrimination Policy. The shareholder proposal was defeated with the following vote:


FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
	39,509,212.458		56,538,687.756		14,371,508.09		16,852,898

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.