d8k.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 4, 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 Principal Officers
On March 4,
2008, the Board of Directors of Tempur-Pedic International Inc. (the “Company”)
voted to expand the size of the Board of Directors and elect John Heil as a
member of the Board of Directors effective immediately. Mr. Heil was
recommended to the Board of Directors by the Company’s Nominating and Corporate
Governance Committee. Mr. Heil’s term will expire at the Company’s next
annual meeting of stockholders. After the election of Mr. Heil, the Board
of Directors consists of nine members.
On March 5,
2008, the Company and Dale E. Williams, Executive Vice President, Chief
Financial Officer, and Secretary of the Company entered into an Amended and
Restated Employment and Non-Competition Agreement (the “Employment Agreement”)
to reflect Mr. Williams’ promotion to Executive Vice President in
2007.
The
Employment Agreement amends and restates in its entirety the employment and
noncompetition agreement dated as of July 11, 2003 with
Mr. Williams. The Employment Agreement provides for Mr.
William’s employment as Executive Vice President, Chief Financial Officer and
Secretary of the Company, or such other executive position as may be assigned
from time to time by the Chief Executive Officer. The Employment
Agreement, dated as of July 11, 2003 and amended and restated effective
March 5, 2008, has an initial term of one year and a perpetual one-year renewal
term. Either party may terminate the Employment Agreement, upon written notice,
90 days prior to the expiration of the initial or renewal term. The Employment
Agreement currently provides for an annual base salary of $340,000 subject to
annual adjustment by the Board of Directors and a variable performance bonus set
to a target of Mr. Williams’ base salary if certain criteria are met as
established by the Board of Directors. In addition, Mr. Williams
agreed not to compete with the Company during his employment with the Company
and for two years following his termination of employment and not to solicit any
employees of the Company for two years after the termination of
employment.
A copy of the
Employment Agreement is attached to this current report on Form 8-K and is
incorporated herein by reference.
On March 4, 2008, the
Board of Directors approved an amendment to extend the term of Company's 2003
Employee Stock Purchase Plan (the "Plan") to December 31, 2013. A description of
the material provisions of the Plan are included under the caption
"Executive Compensation and Related Information—Employee Benefit
Plans" in the Company's Proxy Statement as filed with the Securities and
Exchange Commission on April 3, 2007, which description is incorporated herein
by reference.
Item 7.01.
Regulation FD Disclosure
On March
6, 2008, the Company issued a press release announcing the election of
Mr. Heil to the Board of Directors of the Company. A copy of this press
release is furnished as Exhibit 99.1 to this current report on Form
8-K.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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Description
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10.1
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Amended
and Restated Employment and Noncompetition Agreement dated as of March 5,
2008 between Tempur-Pedic International Inc. and Dale E.
Williams
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99.1
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Press
Release dated March 6, 2007, entitled “Tempur-Pedic International Names
John Heil as Director”
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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/ Dale
E. Williams |
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Name:
Dale E. Williams |
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Title:
Executive Vice President, Chief Financial Officer and Secretary |
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EXHIBIT
INDEX
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Exhibit
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Description
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10.1
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Amended
and Restated Employment and Noncompetition Agreement dated as of March 5,
2008 between Tempur-Pedic International Inc. and Dale E.
Williams
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99.1
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Press
Release dated March 6, 2007, entitled “Tempur-Pedic International Names
John Heil as
Director”
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