Leggett & Platt (LEG) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 15, 2018

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 code417-358-8131

N/A

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

Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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 Rule12b-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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 15, 2018. In connection with this meeting, proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. Matters voted upon were (i) the election of nine directors; (ii) the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018; and (iii) an advisory vote to approve named executive officer compensation as described in the Proxy Statement. The number of votes cast for and against, as well as abstentions and brokernon-votes, with respect to each matter, as applicable, are set out below.

1.ProposalOne:ElectionofDirectors. All nine 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		94,682,202		2,672,155		315,328		17,846,664
Robert G. Culp, III		94,562,915		2,904,924		201,846		17,846,664
R. Ted Enloe, III		82,214,997		15,318,522		136,166		17,846,664
Manuel A. Fernandez		94,986,548		2,349,906		333,231		17,846,664
Matthew C. Flanigan		89,840,995		7,678,140		150,550		17,846,664
Karl G. Glassman		94,159,263		3,389,367		121,055		17,846,664
Joseph W. McClanathan		91,199,579		6,344,653		125,453		17,846,664
Judy C. Odom		91,156,563		6,399,732		113,390		17,846,664
Phoebe A. Wood		92,652,183		4,895,888		121,614		17,846,664

2.ProposalTwo:RatificationofIndependentRegisteredPublicAccountingFirm. 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, 2018 was approved with the following vote:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
112,170,048	3,191,602	154,699	N/A

3.ProposalThree:AdvisoryVotetoApproveNamedExecutiveOfficerCompensation. The advisory vote to approve the Company’s named executive officer compensation package as described in the “Executive Compensation and Related Matters” section of the Company’s Proxy Statement (commonly known as“Say-on-Pay”) consisted of the following:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
92,956,375	4,231,896	481,264	17,846,814

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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.

	LEGGETT & PLATT, INCORPORATED
Date: May 17, 2018	By:	/s/ SCOTT S. DOUGLAS
		Scott S. Douglas
		Senior Vice President –
		General Counsel & Secretary

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