form8k.htm
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) March 8,
2010
TEMPUR-PEDIC
INTERNATIONAL INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31922
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33-1022198
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1713
Jaggie Fox 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 (see General Instruction
A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 8,
2010, the Board of Directors of Tempur-Pedic International Inc. (the “Company”)
approved amendments to Article II, Section 2.2, and Article II, Section 2.5 of
the Company’s Third Amended and Restated By-Laws. The amendments to
the Company’s By-Laws change the vote standard for the election of directors
from plurality to a majority of votes cast in uncontested
elections. A majority of the votes cast means that the number of
shares voted “for” a director must exceed the number of votes cast “against”
that director. In contested elections where the number of nominees
exceeds the number of directors to be elected, the vote standard will continue
to be a plurality of votes cast.
In addition,
if a nominee who already serves as a director is not elected, the director shall
promptly tender his or her resignation to the Board of Directors. The
Company’s Nominating & Corporate Governance Committee will promptly assess
the appropriateness of such nominee continuing to serve as a director and
recommend to the Board of Directors the action to be taken with respect to such
tendered resignation. The Board of Directors will determine whether
to accept or reject such resignation, or what other action should be taken,
within 90 days from the date of the certification of the election
results. Pursuant to existing Article III, Section 3.1(c), if the
failure of a nominee to be elected at the annual meeting results in a vacancy on
the Board, that vacancy can be filled by action of the remaining members of the
Board.
The
amendments to the By-Laws are effective as of March 8, 2010. The
Fourth Amended and Restated By-Laws and are attached as Exhibit 3.1 to this
Current Report on Form 8-K and are incorporated herein in their entirety by
reference.
ITEM
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused the report to be
signed on its behalf by the undersigned hereunto duly authorized.
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Tempur-Pedic
International Inc.
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Date: March
11, 2010
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By:
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/s/
DALE E. WILLIAMS |
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Name:
Dale E. Williams
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Title:
Executive Vice President, Chief Financial Officer &
Secretary
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