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TPX > SEC Filings for TPX > Form 8-K on 9-May-2014All Recent SEC Filings




Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) Tempur Sealy International, Inc.'s (the Company) annual meeting of stockholders was held on May 7, 2014.

(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 the Company's nominees for directors; ratified the appointment of Ernst and Young LLP as the Company's independent auditor for the year ending December 31, 2014; 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      49,673,807    320,071      8,084           7,070,814
FRANK DOYLE             49,636,323    357,255      8,384           7,070,814
JOHN A. HEIL            49,970,057     23,500      8,405           7,070,814
PETER K. HOFFMAN        49,659,865    333,712      8,385           7,070,814
SIR PAUL JUDGE          49,645,609    348,069      8,284           7,070,814
NANCY F. KOEHN          49,951,146     42,809      8,007           7,070,814
CHRISTOPHER A. MASTO    49,922,813     70,765      8,384           7,070,814
P ANDREWS MCLANE        49,921,820     71,735      8,407           7,070,814
LAWRENCE J. ROGERS      49,906,870     86,707      8,385           7,070,814
MARK SARVARY            49,946,344     45,214     10,404           7,070,814
ROBERT B TRUSSELL, JR   49,924,347     69,211      8,404           7,070,814

(2)Ratification of Independent Auditors:

For Against Abstain Broker Non-Votes 55,870,862 1,192,081 9,833 -

(3) Advisory Vote to Approve the Compensation of Named Executive Officers as described in the Company's 2014 proxy statement:

For Against Abstain Broker Non-Votes 49,342,893 650,122 8,947 7,070,814

(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.

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