form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 22, 2013

TEMPUR SEALY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)


Delaware
001-31922
33-1022198
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
     


1000 Tempur Way
Lexington, Kentucky  40511
(Address of principal executive offices) (Zip Code)
 

 
(800) 878-8889
(Registrant’s telephone number, including area code)

Tempur-Pedic International Inc.
(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):

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

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

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

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
   
    On May 22, 2013, the stockholders of Tempur-Pedic International Inc. approved an amendment to the company's Amended and Restated Certificate of Incorporation to change the company's name to Tempur Sealy International, Inc. (the Company).   In conjunction with the approval of the name change, the Company’s Board of Directors amended the Company’s By-Laws to reflect the name change.  No other changes were made to the By-Laws.
 
    The amendments to the Certificate of Incorporation and By-Laws are effective as of May 22, 2013.  The Certificate of Amendment to the Amended and Restated Certificate of Incorporation  and the Fifth Amended and Restated By-Laws and are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein in their entirety by reference.
 
Item 5.07 Submission of Matters to a Vote of Security Holders
 
    (a)
The Company's annual meeting of stockholders was held on May 22, 2013.
 
    (b) The name of each director elected at the meeting and a brief description of each other matter voted upon at the meeting is set forth in (c) below.
 
    (c) The stockholders elected all of the Company’s nominees for directors; ratified the appointment of Ernst and Young as the Company’s independent auditor for the year ending December 31, 2013; approved the adoption of the 2013 Equity Plan, approved Company’s name change to Tempur Sealy International, Inc. and approved, on an advisory basis, the Compensation of Named Executive Officers. The tabulation of votes for each proposal is as follows:
 
  1) Election of Directors:
 
   
For
  
Against
  
Abstain
  
Broker Non-Votes
  
Evelyn S. Dilsaver
   52,068,176   368,016   102,598   3,793,699  
Frank Doyle
   52,064,391   371,847   102,552   3,793,699  
John Heil
   52,338,394   98,095   102,301   3,793,699  
Peter K. Hoffman
   52,072,735   363,834   102,221   3,793,699  
Sir Paul Judge
   52,061,576   374,632   102,582   3,793,699  
Nancy F. Koehn
   52,399,072   37,647   102,071   3,793,699  
Christopher A. Masto
   52,398,145   37,918   102,727   3,793,699  
P. Andrews McLane
   52,400,754   35,483   102,553   3,793,699  
Mark Sarvary
   52,397,762   38,527   102,501   3,793,699  
Robert B. Trussell, Jr.
   52,391,404   44,814   102,572   3,793,699  
 
  2) Ratification of Independent Auditors:
 
 
For
  
Against
  
Abstain
  
Broker Non-Votes
  
  55,115,731   1,114,560   102,198   N/A  
 
  3) Approval of Adoption of the 2013 Equity Incentive Plan:
 
 
For
  
Against
  
Abstain
  
Broker Non-Votes
  
  44,485,053   7,937,647   116,090   3,793,699  
 
 
 
 
 
 
  4) Approval of the Amendment of Change the Comapny's name to Tempur Sealy International, Inc:
 
 
For
  
Against
  
Abstain
  
Broker Non-Votes
  
  56,124,888   86,674   120,927   N/A  
 
  5) Advisory Vote to Approve the Compensation of Name Executive Officers as described in our proxy statement:
 
 
For
  
Against
  
Abstain
  
Broker Non-Votes
  
  51,988,607   410,469   139,714   3,793,699  
 
    (d) As reported in a prior Current Report on Form 8-K, more than a majority of shares voting at the 2011 annual meeting voted, on a non-binding advisory basis, in favor of an annual frequency for future Say-on-Pay Votes.  The Company currently intends, in light of that vote, to hold future Say-on-Pay votes annually, until the next required vote on the frequency of Say-on-Pay votes under the rules of the Securities and Exchange Commission, which will be the 2017 annual meeting of stockholders.
 
Item 8.01
Other Events

    On May 23, the Company announced that the proposal to change its name to "Tempur Sealy International, Inc." was approved by stockholders at the Company’s Annual Meeting of Stockholders.
   
    A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
 
Item 9.01
Financial Statements and Exhibits
 
(d)  Exhibits
 
Exhibit
  
Description
3.1   Certificate of Amendment
3.2   Fifth Amended and Restated By-Laws
99.1   Press Release dated May 23, 2013 titled "Tempur-Pedic Announces Name Change to Tempur Sealy International, Inc."
 
 
 
 
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.
 
  Tempur Sealy International, Inc.  
       
Date: May 23, 2013
By:
/s/ DALE E. WILLIAMS  
    Name: Dale E. Williams  
    Title: Executive Vice President and Chief Financial Officer  
       

 
 
 
EXHIBIT INDEX
 
Exhibit
  
Description
 
3.2   Fifth Amended and Restated By-Laws
99.1   Press Release dated May 23, 2013 titled "Tempur-Pedic Announces Name Change to Tempur Sealy International, Inc."