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) January 29, 2008
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
5.02 Departure of
Directors or Principal Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers
On
January 29, 2008, the Compensation
Committee of Tempur-Pedic International Inc. (the “Company”) approved the 2008
bonus structure for H. Thomas Bryant, the Company’s Chief Executive Officer and
President. In addition, after recommendation by the Compensation
Committee, the Company’s board of directors approved the 2008 bonus structure
for Rick Anderson, Executive Vice President and President, North America;
Matthew Clift, Executive Vice President of Global Operations; David
Montgomery, Executive Vice President and President of International Operations
and Dale E. Williams, Executive Vice President, Chief Financial Officer and
Secretary (collectively with Mr. Bryant; the “Named Executive
Officers”). Pursuant to this 2008 bonus plan, the 2008 target bonus
is expressed as a percentage of the Named Executive Officer’s salary, and the
criteria for achieving the 2008 target bonuses include the Company’s Net sales
and EBIT, as well as a discretionary component based on individual
performance. The 2008 target bonus for the Chief Executive Officer is
100% of his salary for 2008. The 2008 target bonuses for the other Named
Executive Officers are 55% of their salary for 2008.
On
January 29, 2008, the Company granted to Mr. Anderson an option award for one
hundred thousand (100,000) shares of the Company’s common stock, $0.01 par
value per share, at an exercise price of $20.02, subject to the applicable
vesting schedule. The vesting schedule for the award granted to
Mr. Anderson provides that twenty-five
percent (25%)
of
the option shares shall vest on the first anniversary date of the date of grant,
and thereafter twenty-five percent (25%) shall vest on every annual anniversary
date until all shares are vested. In addition, if a change of control
of the Company
occurs and Mr. Anderson’s employment is terminated but not for cause or if Mr.
Anderson resigns for good reason (in each case as defined in his employment
agreement with the Company) within twelve (12) months after the occurrence
of a
change of control, Mr. Anderson’s next installment of 25,000 shares will
accelerate and vest as of the date of his termination of
employment.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
None.
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.
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Tempur-Pedic
International
Inc |
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By:
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/s/
H. Thomas Bryant |
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H.
Thomas Bryant |
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Chief
Executive Officer and President |
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