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EX-99.1 - EX-99.1 - SEALY CORPa11-10473_1ex99d1.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):  April 14, 2011

 


 

SEALY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-08738

 

36-3284147

(State or other jurisdiction

of incorporation)

 

(Commission File Numbers)

 

(IRS Employer

Identification No.)

 

Sealy Drive, One Office Parkway Trinity, North Carolina 27370

(Address of Principal Executive Offices, including Zip Code)

 

(336) 861-3500

(Registrant’s Telephone Number, Including Area Code)

 

Not applicable

(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 registration under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 



 

Item 5.07  Submission of Matters to a Vote of Securities Holders

 

(a)          Sealy Corporation (“Sealy” or the “Company”) held its annual meeting of stockholders on April 14, 2011.

 

(b)         The name of each director elected at the meeting and a brief description of each other matter voted upon at the meeting is set forth as in (c) below.

 

(c)          The stockholders elected all of Sealy’s nominees for directors; ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 27, 2011; held an advisory vote on executive compensation; and held an advisory vote on the frequency of holding an advisory vote on executive compensation.  The tabulation of votes for each proposal is as follows:

 

(1)          Election of Directors:

 

 

 

 

 

Shares

 

 

 

Broker Non-

 

Nominee

 

Shares For

 

Withheld

 

Abstained

 

Votes

 

Simon E. Brown

 

86,923,136

 

390,854

 

 

9,366,659

 

Deborah G. Ellinger

 

87,044,599

 

269,391

 

 

9,366,659

 

James W. Johnston

 

87,017,335

 

296,655

 

 

9,366,659

 

Gary E. Morin

 

78,817,029

 

8,496,961

 

 

9,366,659

 

Dean B. Nelson

 

78,631,848

 

8,682,142

 

 

9,366,659

 

Paul J. Norris

 

86,921,554

 

392,436

 

 

9,366,659

 

John B. Replogle

 

86,925,593

 

388,397

 

 

9,366,659

 

Richard W. Roedel

 

76,074,209

 

11,239,781

 

 

9,366,659

 

Lawrence J. Rogers

 

87,017,277

 

296,713

 

 

9,366,659

 

 

(2)          Ratification of appointment of Independent Registered Public Accounting Firm:

 

For

 

96,247,960

 

Against

 

416,407

 

Abstained

 

16,282

 

Broker Non-Votes

 

 

 

(3)          Advisory vote on executive compensation:

 

For

 

86,915,405

 

Against

 

342,443

 

Abstained

 

56,142

 

Broker Non-Votes

 

9,366,659

 

 

(4)          Advisory vote on the frequency of advisory votes on executive compensation:

 

One year

 

30,908,749

 

Two years

 

813,659

 

Three years

 

55,504,469

 

Abstained

 

87,113

 

Broker Non-Votes

 

9,366,659

 

 

In light of the voting results with respect to the frequency of advisory votes on executive compensation, Sealy’s board of directors has determined that the Company currently intends to hold an advisory vote on the compensation of our named executive officers every three years until the next required vote on the frequency of advisory votes on executive compensation. Sealy is required to hold votes on frequency every six years.

 

Item 7.01  Regulation FD Disclosure.

 

On April 20 and 21, 2011, Sealy will host meetings with its investors.  Attached as Exhibit 99.1 to this report and furnished under this Item 7.01 are copies of the presentation used by the Company for these meetings.  This presentation is also available on the Company’s Web site at www.sealy.com under the “Investor Relations” link.

 

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The information in this report, under Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

 

Item 9.01  Financial Statements and Exhibits.

 

Exhibit
Number

 

Description

99 .1

 

Investor Presentation of Sealy Corporation dated April 2011

 

Statements made in this report, other than those concerning historical financial information, may be considered forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, including but not limited to:  general business and economic conditions, competitive factors, raw materials purchasing, and fluctuations in demand. For a discussion of factors that could cause actual results to differ materially from those in the forward-looking statements, please see the information under the caption “Risk Factors” in our most recent annual report on Form 10-K filed with the SEC and under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent annual report on Form 10-K and our quarterly report on Form 10-Q filed with the SEC.

 

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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.

 

 

SEALY CORPORATION

 

 

 

 /s/ Michael Q. Murray

Date: April 18, 2011

 

 

 

By:

Michael Q. Murray

 

 

 

 

Its:

Senior Vice President and General Counsel

 

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