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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 9, 2024

TEMPUR SEALY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3192233-1022198
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

1000 Tempur Way
Lexington, Kentucky  40511
(Address of principal executive offices) (Zip Code)

(800) 878-8889
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

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 classTrading Symbol(s)Name of exchange on which registered
Common Stock, $0.01 par valueTPXNew York Stock Exchange

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 5.07. Submission of Matters to a Vote of Security Holders
(a)The Company's Annual Meeting of Stockholders was held on May 9, 2024.
(b)Of the 173,612,797 shares of the Company’s common stock outstanding as of the record date, 163,774,312 shares were represented at the Annual Meeting.
(c)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 below.
The stockholders (1) elected all of the Company's nominees for director; (2) ratified the appointment of Ernst and Young LLP as the Company's independent auditor for the year ending December 31, 2024; and (3) approved, on an advisory basis, the Compensation of the Company's Named Executive Officers The tabulation of votes for each proposal is as follows:
(1)    Election of Directors
ForAgainstAbstainBroker Non-Votes
EVELYN S. DILSAVER156,260,5441,764,501139,0955,610,172
SIMON JOHN DYER156,852,1861,161,722150,2325,610,172
CATHY R. GATES157,627,235396,507140,3985,610,172
JOHN A. HEIL155,544,2632,470,722149,1555,610,172
MEREDITH SIEGFRIED MADDEN157,310,326714,611139,2035,610,172
RICHARD W. NEU156,459,0781,556,124148,9385,610,172
SCOTT L. THOMPSON154,249,4773,763,669150,9945,610,172

(2)    Ratification of Independent Auditors    
ForAgainstAbstainBroker Non-Votes
162,272,4211,348,322153,569N/A

(3)    Advisory Vote to Approve the Compensation of Named Executive Officers as described in the Company's 2024 Proxy Statement

ForAgainstAbstainBroker Non-Votes
155,476,8272,543,243144,0705,610,172








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 9, 2024
Tempur Sealy International, Inc.
By:/s/ Bhaskar Rao
Name:Bhaskar Rao
Title:Executive Vice President & Chief Financial Officer






























v3.24.1.u1
Cover Page
May 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 09, 2024
Entity Registrant Name TEMPUR SEALY INTERNATIONAL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-31922
Entity Tax Identification Number 33-1022198
Entity Address, Address Line One 1000 Tempur Way
Entity Address, City or Town Lexington
Entity Address, State or Province KY
Entity Address, Postal Zip Code 40511
City Area Code 800
Local Phone Number 878-8889
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol TPX
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001206264

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