TEMPUR SEALY INTERNATIONAL INC

For the period ended Mar 27, 2024. Filed Mar 27, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 27, 2024 · Filed Mar 27, 2024

SGI$64.17-5.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. _____)

Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

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

TEMPUR SEALY INTERNATIONAL, INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

ý	No fee required.
o	Fee paid previously with preliminary materials
o	Fee computed on table required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Date:	Thursday, May 9, 2024
Time:	8:30 a.m. Eastern Time
Website:	www.virtualshareholdermeeting.com/TPX2024
Purpose:	•Elect seven Directors to each serve for a one-year term and until the Director's successor has been duly elected and qualified; •Ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the year ending December 31, 2024; •Approve, on an advisory basis, the compensation of our Named Executive Officers; and•Transact such other business as may properly come before the annual meeting.
Record Date:	Only stockholders of record as of the close of business on March 12, 2024, are entitled to vote at the annual meeting and any adjournment or postponement of the meeting.
Joining the Virtual Annual Meeting:	This year's annual meeting will be conducted virtually via a live audio webcast, accessible at www.virtualshareholdermeeting.com/TPX2024. Please see "Frequently Asked Questions Regarding the Annual Meeting" for information about how to join and participate in the virtual annual meeting (including to vote, view the list of stockholders of record and submit questions pertinent to the meeting).
Proxy Voting:	Your vote matters. Regardless of whether you plan to join the virtual annual meeting, please promptly submit your proxy and voting instructions via the internet or phone, or sign, date and return a proxy card (if received by mail). Stockholders are encouraged to submit proxies and voting instructions in advance of the meeting by internet or phone, or by signing, dating and returning a proxy card, as early as possible to avoid any possible delays. Your cooperation is appreciated.

Sincerely,

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 9, 2024:The 2024 Proxy Statement and 2023 Annual Report are available at http://www.proxyvote.com.
Lexington, Kentucky	SCOTT L. THOMPSON
March 26, 2024		Chairman, President and Chief Executive Officer

	Page
Information Concerning Solicitation and Voting	5
Frequently Asked Questions Regarding the Annual Meeting	6
Sustainability and Corporate Social Values	11
	Overview and ESG Highlights	11
	Board Diversity	12
	Sustainability Governance	13
	Business Ethics	14
	Human Capital Management	14
	Risk Management	15
No Incorporation By Reference	16
Board of Directors' Meetings, Committees of the Board and Related Matters	17
	Corporate Governance	17
	Certificate of Incorporation and By-Laws; Majority Voting for Directors	17
	Board of Directors' Meetings	18
	Board and Committee Independence; Audit Committee Financial Experts	18
	Board Leadership Structure	18
	Board of Directors' Role in Risk Oversight	19
	Committees of the Board	19
	Board and Committee Evaluation Process	22
	Compensation Committee Interlocks and Insider Participation	22
	Policies Governing Director Nominations	23
	Policy Governing Related Party Transactions	25
	Designation of, and Communication with, Tempur Sealy International's Board of Directors through its Lead Director	25
	Executive Sessions	25
	Charitable Contributions	25
	Board Member Attendance at Annual Meetings	25
PROPOSAL NO. 1 — ELECTION OF DIRECTORS	26
	Board of Directors	26
	Vote Required to Elect Director Nominees	26
	Board of Directors' Recommendation on Proposal No. 1	26
	Nominees to Board of Directors	26
	Executive Officers	28
Stock Ownership	30
	Director and Executive Officer Stock Ownership Guidelines	30

	Page
	Stock Ownership of Certain Beneficial Owners and Directors and Executive Officers	30
	Anti-Hedging and Anti-Pledging Policy	32
Executive Compensation and Related Information	33
	Compensation Discussion and Analysis	33
	2023 CD&A At-A-Glance	33
	2023 NEOs	34
	Results of 2023 Say on Pay / Board Responsiveness to Stockholder Feedback	34
	Compensation Governance and Best Practices	35
	2023 Business Overview	36
	What Guides Our Program	37
	2023 Executive Compensation Program In Detail	40
	Other Compensation-Related Policies and Processes	40
	Overall Compensation Approach and Risk Incentives	42
	Compensation Committee Report	42
	Compensation of Executive Officers	44
	Summary Compensation Table	45
	Grants of Plan-Based Awards	47
	Outstanding Equity Awards at Fiscal Year-End	49
	Option Exercises and Stock Vested	51
	Pension Benefits Table	51
	Nonqualified Deferred Compensation Table	51
	Potential Payments Upon Termination or Change in Control	51
	Employment Arrangements, Termination of Employment Arrangements and Change in Control Arrangements	52
	CEO Pay Ratio	56
	Pay Versus Performance	58
Director Compensation	62
Certain Relationships and Related Transactions	63
PROPOSAL NO. 2 — RATIFICATION OF INDEPENDENT AUDITORS	64
	Vote Required to Ratify the Appointment of Ernst & Young LLP as our Independent Auditors for 2024	64
	Board of Directors' Recommendation on Proposal No. 2	64
	Fees for Independent Auditors During the Years Ended December 31, 2023 and 2022	65
	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of the Independent Auditors	65
	Audit Committee Report	66
PROPOSAL NO. 3 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	67
	Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers	67
	Board of Directors' Recommendation on Proposal No. 3	67

	Page
Other Information	68
	Stockholder Proposals for 2025 Proxy Statement	68
	Stockholders Sharing an Address	68
	Cost of Solicitation	69
	Delinquent Section 16(a) Reports	69
Appendix A - Non-GAAP Financial Information	A-1

Forward Looking Statements

This Proxy Statement contains "forward-looking" statements regarding Tempur Sealy International, Inc.'s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in Tempur Sealy International, Inc.'s filings with the Securities and Exchange Commission, including the risk factors discussed under the heading "Risk Factors" under Part I, ITEM 1A of the Annual Report on Form 10-K for the year ended December 31, 2023. We assume no obligation to update any of these forward-looking statements.

TEMPUR SEALY INTERNATIONAL, INC.

1000 Tempur Way

Lexington, Kentucky 40511

Proxy Statement

Annual Meeting of Stockholders to be Held on May 9, 2024

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.