Date of Report (Date of earliest event reported): May 12, 2021
SLEEP NUMBER CORP
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1001 Third Avenue South
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
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:
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.01 per share
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Retirement of Michael Peel
After Michael Peel’s retirement from the Board at the expiration of his then-current term at the 2020 Annual Meeting, Mr. Peel agreed to extend his service in a non-voting advisory role to the Board, as Director Emeritus. Mr. Peel has agreed to extend his service through December 31, 2021, as Director Emeritus. In this capacity, Mr. Peel will continue to receive compensation consistent with that of non-employee directors.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting on May 12, 2021. At the Annual Meeting, 22,365,165 shares of common stock (constituting 90.13% of the outstanding shares), were represented in person or by proxy. The final results of the shareholder votes regarding each proposal are set forth in the following tables:
Proposal 1. Election of Directors
Daniel I. Alegre, Stephen L. Gulis, Jr., and Brenda J. Lauderback, were each elected by shareholders for three-year terms expiring at the 2024 Annual Meeting, or until their successors are elected and qualified, in accordance with the following voting results:
Daniel I. Alegre
Stephen L. Gulis, Jr.
Proposal 2. Advisory Vote on Named Executive Officer Compensation
The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as outlined in the Company’s proxy statement has been approved by shareholders in accordance with the following voting results:
Proposal 3. Ratification of Selection of Independent Registered Public Accounting Firm
The proposal to ratify, on an advisory basis, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year ending January 1, 2022 was approved by shareholders in accordance with the following voting results:
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SLEEP NUMBER CORPORATION
Dated: May 12, 2021
/s/ Samuel R. Hellfeld
Samuel R. Hellfeld
Senior Vice President, Chief Legal and Risk Officer
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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