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): May 15, 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 Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On May
15, 2008, the Compensation Committee of Tempur-Pedic International Inc. (the
“Company”) approved the grant of option awards for fifty thousand shares of the
Company’s common stock, $0.01 per share, at an exercise of $11.76 per share, to
each of Dale E. Williams, Executive Vice-President, Chief Financial
Officer; Matthew D. Clift, Executive Vice-President, Global Operations; David
Montgomery, Executive Vice-President, President of International Operations; and
Richard W. Anderson, Executive Vice-President, President North America (each, a
“Named Executive Officer” and collectively, the “Named Executive Officers”),
subject to the applicable vesting schedule. The vesting schedule for
each award granted provides that fifty (50%) of the option shares shall vest on
the first anniversary date of the date of grant, and the other fifty percent
(50%) shall vest on the second anniversary date, and that the option shall be
fully vested as of the second anniversary date. In addition, if a
change of control of the Company occurs and the Named Executive Officer’s
employment is terminated but not for cause or if the Named Executive Officer
resigns for good reason (in each case as defined) within twelve (12) months
after the occurrence of a change of control, the Named Executive Officer’s next
installment of 25,000 shares will accelerate and vest as of the date of his
termination of employment.
A copy of the form of option agreement
for the Named Executive Officers is attached to this Current Report on Form 8-K
and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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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Date:
May 19, 2008
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By:
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/s/ H.
THOMAS BRYANT |
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H.
Thomas Bryant |
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President
and Chief Executive Officer |
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