Form 8-K - Current report

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): September 13, 2023

SLEEP NUMBER CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation)



000-25121			41-1597886
(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 8.01			OTHER EVENTS

On September 13, 2023, Sleep Number Corporation (the “Company”) issued a press release regarding the press release from Stadium Capital Management, LLC. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


ITEM 9.01			FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


Exhibit No.						Description of Exhibit
99.1						Press release, dated September 13, 2023
104.1						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 13, 2023

By:

/s/ Samuel R. Hellfeld

Name:

Samuel R. Hellfeld

Title:

Executive Vice President and Chief Legal and Risk Officer

Exhibit 99.1

Sleep Number Issues Statement

Regarding Shareholder Letter

MINNEAPOLIS – September 13, 2023 – Sleep Number Corporation (“Sleep Number” or the “Company”) (Nasdaq: SNBR), a wellness technology leader, today issued the following statement regarding the press release from Stadium Capital Management, LLC (“Stadium Capital”), one of the Company’s shareholders:

The Sleep Number Board and management team are committed to acting in the best interests of the Company and all of its shareholders. They maintain regular communication with the Company’s shareholders and welcome all constructive input that furthers the goal of enhancing shareholder value.

To this end, members of the Sleep Number Board and management team have engaged in regular discussions with Stadium Capital to better understand its views with respect to the Company, and they intend to continue that dialogue. The Company’s Independent Lead Director has also met with Stadium Capital several times separately from management. The Board has moved expeditiously to put together a proposal that demonstrates that Sleep Number has listened closely to Stadium Capital and offered an opportunity for Stadium Capital to participate in the selection of a new independent director.

Sleep Number is confident in the Company’s strategy and remains intensely focused on continuing to strengthen its brand, culture and distinct competitive advantages to drive meaningful value for shareholders, while managing ongoing macro-environment challenges.

The Sleep Number Board is comprised of ten highly qualified directors, nine of whom are independent and three of whom have joined the Board in the last four years. Together our directors have the skills, diversity and expertise to oversee the execution of the Company’s strategy.

About Sleep Number

Sleep Number is a wellness technology company. We are guided by our purpose to improve the health and wellbeing of society through higher quality sleep; to date, our innovations have improved over 14.5 million lives. Our wellness technology platform helps solve sleep problems, whether it’s providing individualized temperature control for each sleeper through our Climate360® smart bed or applying our 22 billion hours of longitudinal sleep data and expertise to research with global institutions.

Exhibit 99.1

Our smart bed ecosystem drives best-in-class engagement through dynamic, adjustable, and effortless sleep with personalized digital sleep and health insights; our millions of smart sleepers are loyal brand advocates. And our nearly 5,000 mission-driven team members passionately innovate to drive value creation through our vertically integrated business model, including our exclusive direct-to-consumer selling in 675 stores and online.

To learn more about life-changing, individualized sleep, visit a Sleep Number store near you, our newsroom and investor relations sites, or SleepNumber.com.

Forward-looking Statements

Statements used in this release relating to future plans and the Company’s strategy are forward-looking statements subject to certain risks and uncertainties. Additional information concerning these, and other risks and uncertainties, is contained in the Company’s filings with the Securities and Exchange Commission (SEC), including the Annual Report on Form 10-K, and other periodic reports filed with the SEC. The Company has no obligation to publicly update or revise any of the forward-looking statements in this release.

Julie Elepano

Sleep Number Public Relations

julie.elepano@sleepnumber.com

David Schwantes

Sleep Number Investor Relations

David.schwantes@sleepnumber.com

Cover	Jul. 13, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 13, 2023
Entity Registrant Name	SLEEP NUMBER CORP
Entity Central Index Key	0000827187
Amendment Flag	false
Entity Incorporation, State or Country Code	MN
Entity File Number	000-25121
Entity Tax Identification Number	41-1597886
Entity Address, Address Line One	1001 Third Avenue South
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55404
City Area Code	763
Local Phone Number	551-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SNBR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false