Sleep Number (SNBR) 8-K Departure of Directors or Certain Officers

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):  October 22, 2021 

SLEEP NUMBER CORPORATION

(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.

The Board of Directors (the “Board”) of Sleep Number Corporation (the “Company”), upon the recommendation of the Corporate Governance and Nominating Committee, elected Angel L. Mendez and Phillip Eyler as new directors and expanded the size of the Board from 10 to 12 members effective January 2, 2022. Mr. Mendez was elected for a term expiring at the 2023 Annual Meeting of Shareholders and Mr. Eyler was elected for a term expiring at the 2024 Annual Meeting of Shareholders. Mr. Mendez and Mr. Eyler will both initially serve on the Board’s Audit Committee.

The Board determined that Mr. Mendez and Mr. Eyler each meet the applicable director independence standards. There is no arrangement or understanding between either of Mr. Mendez or Mr. Eyler and any other persons pursuant to which either was selected as a director. There are no related party transactions between either of Mr. Mendez or Mr. Eyler and the Company.

Mr. Mendez and Mr. Eyler will each receive the standard compensation for Sleep Number’s non-employee directors, as described under the caption “Director Compensation” in the Company’s definitive proxy statement for its 2021 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 30, 2021.

A press release issued by the Company on October 25, 2021 announcing the appointment of Mr. Mendez and Mr. Eyler to the Board is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated October 25, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:  October 25, 2021	By:	/s/ Samuel R. Hellfeld
	Name:	Samuel R. Hellfeld
	Title:	Senior Vice President, Chief Legal and Risk Officer