Current report, items 5.02 and 5.07



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0000827187










0000827187




2021-05-12


2021-05-12


















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, 2021






snbr-20210512_g1.jpg




SLEEP NUMBER CORP

ORATION




(Exact name of registrant as specified in its charter)





Minnesota





(State or other jurisdiction of incorporation)

































000-25121





41-1597886




(Commission File Number)



(IRS Employer Identification No.)






1001 Third Avenue South

,

Minneapolis

,

MN


55404





(Address of principal executive offices) (Zip Code)




(

763

)

551-7000





(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






Trading


Symbol(s)






Name of each exchange on which registered




Common Stock, par value $0.01 per share








SNBR








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.

















































ITEM. 5.02




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.
































ITEM 5.07




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:










































































Nominees







For







Withheld



Broker


Non-Votes



Daniel I. Alegre



20,906,605



41,579



1,416,981



Stephen L. Gulis, Jr.



20,416,150



532,034



1,416,981



Jean-Michel Valette



20,560,810



387,374



1,416,981

















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:
























































For







Against







Abstain



Broker


Non-Votes



20,553,129



356,404



38,651



1,416,981





































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:
























































For







Against







Abstain



Broker


Non-Votes



22,093,273



85,447



186,445



---



















SIGNATURE




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









(Registrant)


















Dated:  May 12, 2021






By:






/s/ Samuel R. Hellfeld









Name:






Samuel R. Hellfeld









Title:






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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Current report, item 5.02 - Sept. 23, 2021

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