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SCSS > SEC Filings for SCSS > Form 8-K on 15-May-2013All Recent SEC Filings

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Form 8-K for SELECT COMFORT CORP


15-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS. On May 14, 2013, our shareholders approved an amendment to the Select Comfort Corporation Amended and Restated 2010 Omnibus Incentive Plan (the "2010 Plan") to increase the number of shares reserved for issuance under the 2010 Plan by 4,500,000 shares. The 2010 Plan was originally approved by our shareholders on May 19, 2010. The 2010 Plan was amended and restated on March 14, 2013. The 2010 Plan permits the Management Development and Compensation Committee of our Board of Directors, or a subcommittee thereof, to grant to eligible employees, directors and consultants of the company non-statutory and incentive stock options, stock appreciation rights (also known as SARs), restricted stock awards, restricted stock units, performance awards, annual performance cash awards, non-employee director awards, other cash-based awards and other stock-based awards. This summary of the 2010 Plan is qualified in its entirety by reference to the full text of the 2010 Plan, a copy of which is attached as Exhibit 10.1 and incorporated by reference herein. A more detailed description of the 2010 Plan can also be found in our proxy statement for the 2013 Annual Meeting of Shareholders, which was filed the Securities and Exchange Commission on April 4, 2013.



ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Select Comfort Corporation held its Annual Meeting of Shareholders on May 14, 2013.
At the meeting, 92.1% of the outstanding shares of our common stock were represented in person or by proxy. The first proposal voted upon was the election of three Directors for a term of three years expiring at the 2016 Annual Meeting. The three individuals nominated by our Board of Directors received the following votes and were elected:
Broker Nominees For Against Abstain Non-Votes Michael J. Harrison 45,928,246 331,761 46,400 4,982,531 Shelly R. Ibach 45,127,088 1,160,418 18,901 4,982,531 David T. Kollat 45,039,753 1,220,275 46,379 4,982,531

The second proposal was to approve an amendment to the Select Comfort Corporation Amended and Restated 2010 Omnibus Incentive Plan. The proposal received the following votes and was approved:

Broker
For Against Abstain Non-Votes
36,098,790 10,191,785 15,832 4,982,531


The third proposal was to approve, on an advisory basis, the compensation of the Company's executive officers as outlined in the proxy statement. The proposal received the following votes and was approved:

Broker
For Against Abstain Non-Votes
45,293,351 911,246 101,810 4,982,531

The fourth proposal was the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the 2013 fiscal year ending December 28, 2013. The proposal received the following votes and was approved:

Broker
For Against Abstain Non-Votes
50,719,581 515,900 53,457 -



ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Select Comfort Corporation Amended and Restated 2010 Omnibus Incentive Plan.


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