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): April 26, 2011
TEMPUR-PEDIC 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.) |
| | | |
1713 Jaggie Fox Way
Lexington, Kentucky 40511
(Address of principal executive offices) (Zip Code)
(800) 878-8889
(Registrant’s telephone number, including area code)
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):
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 5.07 | Submission of Matters to a Vote of Security Holders |
| (a) | Tempur-Pedic International Inc.’s (the Company) annual meeting of stockholders was held on April 26, 2011. |
| (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 below. |
| | 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, 2011; approved the advisory vote resolution regarding the compensation of the named executive officers as set forth in the 2011 proxy statement; and recommend that the Company hold future advisory votes on executive compensation every year. |
| | | For | | Against | | Abstain | | Broker Non-Votes | |
| | | | | | | | | | |
| Evelyn S. Dilsaver | | 59,225,772 | | 150,188 | | 11,828 | | 4,014,029 | |
| Frank Doyle | | 59,303,638 | | 72,212 | | 11,938 | | 4,014,029 | |
| John Heil | | 59,311,128 | | 64,722 | | 11,938 | | 4,014,029 | |
| Peter K. Hoffman | | 59,304,320 | | 71,530 | | 11,938 | | 4,014,029 | |
| Sir Paul Judge | | 58,971,495 | | 404,255 | | 12,038 | | 4,014,029 | |
| Nancy F. Koehn | | 59,347,982 | | 27,968 | | 11,838 | | 4,014,029 | |
| Christopher A. Masto | | 59,316,507 | | 59,343 | | 11,938 | | 4,014,029 | |
| P. Andrews McLane | | 59,314,628 | | 61,222 | | 11,938 | | 4,014,029 | |
| Mark Sarvary | | 59,299,848 | | 76,002 | | 11,938 | | 4,014,029 | |
| Robert B. Trussell, Jr. | | 59,284,349 | | 91,301 | | 12,138 | | 4,014,029 | |
| 2) | Ratification of Independent Auditors: |
| | For | | Against | | Abstain | | | |
| | | | | | | | | |
| | 62,146,186 | | 1,245,991 | | 9,640 | | | |
| 3) | Advisory Vote to Approve the Compensation of Named Executive Officers as described in our proxy statement: |
| | For | | Against | | Abstain | | Broker Non-Votes | |
| | | | | | | | | |
| | 58,993,325 | | 379,530 | | 14,933 | | 4,014,029 | |
| 4) | Advisory Vote on the Frequency of Future Executive Compensation Votes as described in our proxy statement: |
| | 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes | |
| | | | | | | | | | | |
| | 50,227,906 | | 483,583 | | 8,658,836 | | 17,463 | | 4,014,029 | |
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.
| | Company Name | |
| | | | |
| Date: April 28, 2011 | By: | /s/ DALE E. WILLIAMS | |
| | | Name: Dale E. Williams | |
| | | Title: Executive Vice President and Chief Financial Officer | |
| | | | |
