UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 11, 2023 
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SLEEP NUMBER CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation)
000-2512141-1597886
(Commission File Number)(IRS Employer Identification No.)
1001 Third Avenue South, Minneapolis, MN  55404
(Address of principal executive offices) (Zip Code) 
(763) 551-7000
(Registrant’s telephone number, including area code)

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 class Trading
Symbol(s)		 Name of each exchange on which registered
Common Stock, par value $0.01 per share SNBR Nasdaq Global Select Market

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 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its Annual Meeting on May 11, 2023. At the Annual Meeting, 19,390,013 shares of common stock (constituting 88.00% of the outstanding shares), were represented in person or by proxy. The final results of the shareholder votes regarding each proposal are set forth in the following tables:

Proposal 1. Election of Directors

Phillip M. Eyler, Julie M. Howard and Angel L. Mendez, were each elected by shareholders for three-year terms expiring at the 2026 Annual Meeting, or until their successors are elected and qualified, in accordance with the following voting results:         

Nominees
For
Withheld		Broker
Non-Votes
Phillip M. Eyler14,738,4092,638,2322,013,372
Julie M. Howard14,539,4132,837,2282,013,372
Angel L. Mendez16,301,7261,074,9152,013,372


Proposal 2. Advisory Vote on Executive Compensation

The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as outlined in the Company’s proxy statement has been approved by shareholders in accordance with the following voting results:

For
Against
Abstain		Broker
Non-Votes
12,890,6404,453,21632,7852,013,372


Proposal 3. Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

The proposal to approve, on an advisory basis, the frequency of future advisory votes on executive compensation has been been approved by shareholders to occur on an annual basis in accordance with the following voting results:

1 Year2 Years3 YearsAbstainBroker Non-Votes
16,741,0923,578603,56228,4092,013,372





Proposal 4. Ratification of Selection of Independent Registered Public Accounting Firm

The proposal to ratify, on an advisory basis, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year ending December 30, 2023 was approved by shareholders in accordance with the following voting results:

For
Against
Abstain		Broker
Non-Votes
18,012,9601,372,7214,332---





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

  SLEEP NUMBER CORPORATION
  (Registrant)
     
Dated:  May 11, 2023 By:     /s/ Samuel R. Hellfeld
  Name: Samuel R. Hellfeld
  Title: Executive Vice President, Chief Legal and Risk Officer

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