QuickLinks -- Click here to rapidly navigate through this documentUNITED 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 14, 2010
SEALY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | |
Delaware
(State or other jurisdiction
of incorporation) | | 001-08738
(Commission File Numbers)
| | 36-3284147
(IRS Employer
Identification No.) |
Sealy Drive, One Office Parkway Trinity, North Carolina 27370
(Address of Principal Executive Offices, including Zip Code)
(336) 861-3500
(Registrant's Telephone Number, Including Area Code)
Not applicable
(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 registration under any of the following provisions:
- o
- Written communications pursuant to Rule 425 under the Securities Act
- o
- Soliciting material pursuant to Rule 14a-12 under the Exchange Act
- o
- Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
- o
- Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 5.07 Submission of Matters to a Vote of Security Holders.
- (a)
- Sealy Corporation's annual meeting of stockholders was held on April 14, 2010.
- (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 as in (c) below.
- (c)
- The stockholders elected all of Sealy Corporation's nominees for directors; ratified the appointment of Deloitte & Touche LLP as Sealy Corporation's independent registered public accounting firm for the fiscal year ending November 28, 2010; and approved the Amended and Restated Sealy Corporation Bonus Plan, a copy of which is attached as Exhibit 10.43 to this Current Report on Form 8-K. The tabulation of votes for each proposal is as follows:
- (1)
- Election of Directors:
| | | | | | | | | | | | | |
Nominee | | Shares For | | Shares
Withheld | | Abstained | | Broker Non-Votes | |
|---|
James W. Johnston | | | 66,983,394 | | | 13,695,101 | | | 0 | | | 7,289,715 | |
Matthew W. King | | | 72,595,819 | | | 8,082,676 | | | 0 | | | 7,289,715 | |
Stephen Ko | | | 72,550,277 | | | 8,128,218 | | | 0 | | | 7,289,715 | |
Gary E. Morin | | | 67,077,441 | | | 13,601,054 | | | 0 | | | 7,289,715 | |
Dean Nelson | | | 60,739,393 | | | 19,939,102 | | | 0 | | | 7,289,715 | |
Paul J. Norris | | | 69,230,400 | | | 11,448,095 | | | 0 | | | 7,289,715 | |
Richard W. Roedel | | | 68,762,619 | | | 11,915,876 | | | 0 | | | 7,289,715 | |
- (2)
- Ratification of Appointment of Independent Registered Public Accounting Firm:
| | | | |
For | | | 87,640,166 | |
Against | | | 318,555 | |
Abstained | | | 9,489 | |
Broker Non-Votes | | | 0 | |
- (3)
- Approval of the Amended and Restated Sealy Corporation Bonus Plan:
| | | | |
For | | | 75,301,371 | |
Against | | | 4,226,993 | |
Abstained | | | 1,150,131 | |
Broker Non-Votes | | | 7,289,715 | |
Item 9.01 Financial Statements and Exhibits.
- (d)
- Exhibits
| | |
| |
|
|---|
| 10.43 | | Amended and Restated Sealy Corporation Bonus Plan dated April 14, 2010 |
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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.
| | | | |
|
|
SEALY CORPORATION |
Date: April 20, 2010 |
|
/s/ MICHAEL Q. MURRAY
|
| | | By: | | Michael Q. Murray |
| | | Its: | | Senior Vice President, General Counsel & Secretary |
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SIGNATURES
