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 16, 2018
SLEEP NUMBER CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation or organization)
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| |
| 0-25121 | 41-1597886 |
| (Commission File No.) | (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))
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 o
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. o
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”) on May 16, 2018. At the Annual Meeting, 35,269,658 shares of common stock (constituting 94.32% 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 2021 Annual Meeting, or until their successors are elected and qualified, in accordance with the following voting results:
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| | | |
| Nominees | For | Withheld | Broker Non-Votes |
| Daniel I. Alegre | 31,627,174 | 1,210,486 | 2,431,998 |
| Stephen L. Gulis, Jr. | 31,368,783 | 1,468,877 | 2,431,998 |
| Brenda J. Lauderback | 31,493,726 | 1,343,934 | 2,431,998 |
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 |
| 30,737,644 | 2,054,825 | 45,191 | 2,431,998 |
Proposal 3. Ratification of Selection of Independent Registered Public Accounting Firm
The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year was approved by shareholders in accordance with the following voting results.
|
| | | |
| For | Against | Abstain | Broker Non-Votes |
| 34,912,460 | 163,428 | 193,770 | --- |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | SELECT COMFORT CORPORATION |
| | (Registrant) |
| | |
| Dated: May 16, 2018 | By: /s/ Mark A. Kimball |
| | Name: Mark A. Kimball |
| | Title: Senior Vice President |
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