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): May 21, 2024

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 5.02			DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) As described below under Item 5.07, at the 2024 Annual Meeting of Shareholders of Sleep Number Corporation (the "Company") held on May 21, 2024, the Company’s shareholders approved an amendment to the Sleep Number Corporation’s 2020 Equity Incentive Plan (the “2020 Plan”) to increase the number of shares reserved for issuance thereunder by 1,500,000 shares, which was previously approved by the Company’s Management Development and Compensation Committee. The 2020 Plan is described in detail under "Proposal 4 - Vote on Proposed Amendment to the Sleep Number Corporation 2020 Equity Incentive Plan” in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 2, 2024.

The foregoing description of the amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.


ITEM 5.07			SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's Annual Meeting of Shareholders held on May 21, 2024, 18,412,666 shares of common stock (constituting 82.47% 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

Stephen L. Gulis, Jr., Brenda J. Lauderback, Stephen E. Macadam and Hilary A. Schneider, were each elected by shareholders for three-year terms expiring at the 2027 Annual Meeting of Shareholders, or until their successors are elected and qualified, in accordance with the following voting results:



Nominees	For	Withheld	Broker Non-Votes
Stephen L. Gulis, Jr.	12,861,162	1,855,001	3,696,503
Brenda J. Lauderback	13,112,677	1,603,486	3,696,503
Stephen E. Macadam	14,256,925	459,238	3,696,503
Hilary A. Schneider	14,191,303	524,860	3,696,503

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm

The proposal to ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year ending December 28, 2024 was approved by shareholders in accordance with the following voting results:



For	Against	Abstain	Broker Non-Votes
17,314,467	72,786	1,025,413	---

Proposal 3. 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 was approved by shareholders in accordance with the following voting results:



For	Against	Abstain	Broker Non-Votes
11,909,529	2,486,649	319,985	3,696,503

Proposal 4. Amendment No. 1 to the Sleep Number Corporation 2020 Equity Incentive Plan

The proposal to approve an amendment to the Sleep Number Corporation 2020 Equity Incentive Plan was approved by shareholders in accordance with the following voting results:



For	Against	Abstain	Broker Non-Votes
8,052,502	6,352,663	310,998	3,696,503


ITEM 9.01			FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


Exhibit No.						Description of Exhibit
10.1						Amendment No. 1 to the Sleep Number Corporation 2020 Equity Incentive Plan
104						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: May 21, 2024

By:

/s/ Samuel R. Hellfeld

Name:

Samuel R. Hellfeld

Title:

Executive Vice President, Chief Legal and Risk Officer

AMENDMENT NO. 1 TO THE

SLEEP NUMBER CORPORATION 2020 EQUITY INCENTIVE PLAN

This Amendment No. 1 to the Sleep Number Corporation 2020 Equity Incentive Plan (this “Amendment”) is made and adopted by Sleep Number Corporation (the “Company”) effective as of May 21, 2024, the date it was approved by the Company’s shareholders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Sleep Number Corporation 2020 Equity Incentive Plan (the “Plan”).

WHEREAS, the Company maintains the Plan.

WHEREAS, pursuant to Section 19.1 of the Plan, the Management Development and Compensation Committee, at any time and from time to time, may amend the Plan.

WHEREAS, pursuant to Section 19.2 of the Plan, no amendments to the Plan will be effective without approval of the Company’s shareholders if, among other things, such amendment would, subject to Section 4.5 of the Plan, increase the aggregate number of shares of Common Stock issued or issuable under the Plan.

WHEREAS, the Management Development and Compensation Committee approved this Amendment on March 12, 2024, subject to the approval of the Company’s shareholders, to increase the number of shares of Common Stock reserved for issuance under the Plan by 1,500,000 shares, as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing, the Plan is hereby amended as follows:

1.Section 4.1 of the Plan is hereby amended and restated in its entirety to read as follows:

4.1 Maximum Number of Shares Available. Subject to adjustment as provided in Section 4.5 of this Plan, the maximum number of shares of Common Stock that will be available for issuance under this Plan will be 4,740,000 shares less one share for every share subject to an Award granted under the Prior Plan after December 28, 2019. Upon effectiveness of this Plan, no further awards will be granted under the Prior Plan.

2. This Amendment shall be and is hereby incorporated in and forms a part of the Plan.

3. Except as expressly provided herein, all other terms and provisions of the Plan shall remain unchanged and in full force and effect.

Document and Entity Information	May 21, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 21, 2024
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