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): February 18, 2009
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 February 18, 2009, the Board of Directors of Tempur-Pedic International
Inc. (“Tempur-Pedic”), upon
the recommendation of the Compensation Committee, approved an Annual Incentive
Bonus Plan for Senior Executives (the “Annual Incentive
Plan”) to provide Tempur-Pedic’s senior executive officers, including
Tempur-Pedic’s chief executive officer, chief financial officer and its other
named executive officers, with annual cash awards based on Tempur-Pedic’s
achievement of its company goals and the individual employee’s achievement of
personal goals. The cash awards under the Annual Incentive Plan
will be determined and paid by March 15 after the fiscal year for which the
goals were established.
No later than March 31 of each fiscal
year, a target bonus shall be established for the participating executive
officers of Tempur-Pedic, expressed as a percentage of such executive officer’s
base salary as in effect at the end of the fiscal year. Unless
otherwise determined, the target bonus shall be comprised of two
components: a component based on the achievement of company-wide
goals (the “Company
Goals”) and a component based on the achievement of individual goals
created for any particular executive officer (the “Individual
Goals”).
The purpose of the Company Goals
component, represented by financial targets and other company-wide performance
metrics, and the purpose of the Individual Goals component, represented by the
achievement of individual targets, are designed to focus the senior executive
officers on behaviors that support the overall performance and success of
Tempur-Pedic.
The Company Goals component will be
tied to Tempur-Pedic’s achievement of specific financial targets and other
company-wide performance metrics. The Company Goals component metrics
may include, but are not limited to, net sales, earnings before interest and
taxes (EBIT), operating cash flow, market share and debt
reduction. The Company Goals component may be established using a
matrix to allow for maximum and minimum payments, depending on the level of
specified factors. A failure to meet the minimum requirement may
result in no bonus payment with respect to the Company Goals component of the
Annual Incentive Plan.
The Individual Goals component is
expected to be heavily weighted toward the successful completion of individual
objectives, including financial results for the individual’s specific area of
responsibility. The Individual Goals component will target 100% payout for the
achievement of an executive officer’s annual objectives. Payments can
range from no bonus payment to more than 100% of the targeted Individual Goals
component, based on individual performance.
The information included in this Item 5.02 is summary in nature only and is
qualified in its entirety by reference to the Annual Incentive Plan, a copy of
which has been filed as Exhibit 10.1 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:
February 19, 2009
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By:
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/s/ DALE
E. WILLIAMS |
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Dale
E. Williams |
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Executive
Vice President, Chief Financial Officer, |
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and
Secretary |
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