defa14a.htm
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant x
Filed by a Party other than the Registrant o

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o  Preliminary Proxy Statement
o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o  Definitive Proxy Statement
x  Definitive Additional Materials
o  Soliciting Material Pursuant to § 240.14a-12

TEMPUR-PEDIC INTERNATIONAL INC.


(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***
 Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on April 26, 2011.
 
     TEMPUR-PEDIC INTERNATIONAL, INC.     
                                                
    Meeting Information 
    Meeting Type: Annual Meeting
    For holders as of: March 4, 2011
    Date: April 26, 2011
    Time: 10:00 AM EDT
    Location: Offices of Bingham McCutchen
    One Federal Street, 13th Floor
    Boston, MA 02110
                                              
    You are receiving this communication because
    you hold shares in the above named company.
  
TEMPUR-PEDIC INTERNATIONAL, INC.   This is not a ballot.  You cannot use this notice to vote        
1713 JAGGIE FOX WAY   these shares.  This communication presents only an                        
LEXINGTON, KY 40511   overview of the more complete proxy materials that are
    available to you on the Internet. You may view the proxy
    materials online at www.proxyvote.com or easily request
    a paper copy (see reverse side).
 
 
    We encourage you to access and review all of the
    important information contained in the proxy materials
    before voting.
     
    See the reverse side of this notice to obtain
    proxy materials and voting instructions.
 
 
 
 
 


Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT       FORM 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com
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requesting a copy.  Please choose one of the following methods to make your request:
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 12, 2011 to facilitate timely delivery.
 
How To Vote
 
Please Choose One of The Following Voting Methods
 
Vote In Person:
Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.  At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet:
To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


 
 
 
 
 


Voting items
The Board of Directors recommends you
vote FOR the following proposal(s):
 
1.  Election of Directors
Nominees:
 
1a.  Evelyn S. Dilsaver
 
1b.  Frank Doyle
 
1c. John A. Heil
 
1d.  Peter K. Hoffman
 
1e.  Sir Paul Judge
 
1f.  Nancy F. Koehn
 
1g.  Christopher A. Masto
 
1h.  P. Andrews McLane
 
1i.  Mark Sarvary
 
1j.  Robert B. Trussell, Jr.
 
2.  RATIFICATION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS
 
3.  AN ADVISORY VOTE TO APPROVE
THE COMPENSATION OF NAMED
EXECUTIVE OFFICERS
 
The Board of Directors recommends you
vote 1 year on the following proposal:
 
4. AN ADVISORY VOTE ON THE
FREQUENCY OF FUTURE EXECUTIVE
COMPENSATION VOTES
 
NOTE: Such other business as may
properly come before the meeting or any
adjournment thereof.