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TPX > SEC Filings for TPX > Form 8-K on 24-May-2013All Recent SEC Filings

Show all filings for TEMPUR PEDIC INTERNATIONAL INC | Request a Trial to NEW EDGAR Online Pro



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, S

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 22, 2013, the stockholders of Tempur-Pedic International Inc. approved an amendment to the company's Amended and Restated Certificate of Incorporation to change the company's name to Tempur Sealy International, Inc. (the Company). In conjunction with the approval of the name change, the Company's Board of Directors amended the Company's By-Laws to reflect the name change. No other changes were made to the By-Laws.

The amendments to the Certificate of Incorporation and By-Laws are effective as of May 22, 2013. The Certificate of Amendment to the Amended and Restated Certificate of Incorporation and the Fifth Amended and Restated By-Laws and are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein in their entirety by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Company's annual meeting of stockholders was held on May 22, 2013.

(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 in (c) below.

(c) The stockholders elected all of the Company's nominees for directors; ratified the appointment of Ernst and Young as the Company's independent auditor for the year ending December 31, 2013; approved the adoption of the 2013 Equity Plan, approved Company's name change to Tempur Sealy International, Inc. and approved, on an advisory basis, the Compensation of Named Executive Officers. The tabulation of votes for each proposal is as follows:

1) Election of Directors:

                             For       Against   Abstain   Broker Non-Votes
Evelyn S. Dilsaver        52,068,176   368,016   102,598      3,793,699
Frank Doyle               52,064,391   371,847   102,552      3,793,699
John Heil                 52,338,394   98,095    102,301      3,793,699
Peter K. Hoffman          52,072,735   363,834   102,221      3,793,699
Sir Paul Judge            52,061,576   374,632   102,582      3,793,699
Nancy F. Koehn            52,399,072   37,647    102,071      3,793,699
Christopher A. Masto      52,398,145   37,918    102,727      3,793,699
P. Andrews McLane         52,400,754   35,483    102,553      3,793,699
Mark Sarvary              52,397,762   38,527    102,501      3,793,699
Robert B. Trussell, Jr.   52,391,404   44,814    102,572      3,793,699

2) Ratification of Independent Auditors:

For Against Abstain Broker Non-Votes 55,115,731 1,114,560 102,198 N/A

3) Approval of Adoption of the 2013 Equity Incentive Plan:

For Against Abstain Broker Non-Votes 44,485,053 7,937,647 116,090 3,793,699

4) Approval of the Amendment of Change the Comapny's name to Tempur Sealy International, Inc:

For Against Abstain Broker Non-Votes 56,124,888 86,674 120,927 N/A

5) Advisory Vote to Approve the Compensation of Name Executive Officers as described in our proxy statement:

For Against Abstain Broker Non-Votes 51,988,607 410,469 139,714 3,793,699

(d) As reported in a prior Current Report on Form 8-K, more than a majority of shares voting at the 2011 annual meeting voted, on a non-binding advisory basis, in favor of an annual frequency for future Say-on-Pay Votes. The Company currently intends, in light of that vote, to hold future Say-on-Pay votes annually, until the next required vote on the frequency of Say-on-Pay votes under the rules of the Securities and Exchange Commission, which will be the 2017 annual meeting of stockholders.

Item 8.01 Other Events

On May 23, the Company announced that the proposal to change its name to "Tempur Sealy International, Inc." was approved by stockholders at the Company's Annual Meeting of Stockholders.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit    Description
  3.1        Certificate of Amendment
  3.2        Fifth Amended and Restated By-Laws
  99.1       Press Release dated May 23, 2013 titled "Tempur-Pedic Announces Name
           Change to Tempur Sealy International, Inc."

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