SOMNIGROUP INTERNATIONAL INC.

For the period ended Mar 31, 2025. Filed Mar 31, 2025.

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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 31, 2025 · Filed Mar 31, 2025

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

SOMNIGROUP 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 2025 ANNUAL MEETING OF STOCKHOLDERS

Date:	Wednesday, May 14, 2025
Time:	8:30 a.m. Central Time
Website:	www.virtualshareholdermeeting.com/SGI2025
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, 2025; •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 18, 2025, 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/SGI2025. 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 14, 2025:The 2025 Proxy Statement and 2024 Annual Report are available at http://www.proxyvote.com.
March 31, 2025	SCOTT L. THOMPSON
		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	11
	Sustainability Governance	12
	Board Diversity	13
	Business Ethics	13
	ESG Discussion and Mattress Firm	13
	Risk Management	13
	Environment	15
	People	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 of Directors' Role in Risk Oversight	18
	Committees of the Board	19
	Board and Committee Evaluation Process	21
	Board Leadership Structure	22
	Human Resources/Capital and Talent Committee Interlocks and Insider Participation	22
	Policies Governing Director Nominations	23
	Policy Governing Related Party Transactions	25
	Designation of, and Communication with, Somnigroup International Inc.'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	27
	Executive Officers	29

	Page
Stock Ownership	31
	Director and Executive Officer Stock Ownership Guidelines	31
	Stock Ownership of Certain Beneficial Owners and Directors and Executive Officers	31
	Anti-Hedging and Anti-Pledging Policy	33
Executive Compensation and Related Information	34
	Compensation Discussion and Analysis	34
	2024 CD&A At-A-Glance	34
	2024 NEOs	35
	Results of 2024 Say on Pay / Board Responsiveness to Stockholder Feedback	35
	Compensation Governance and Best Practices	36
	2024 Business Overview	38
	What Guides Our Program	39
	2024 Executive Compensation Program In Detail	42
	Other Compensation-Related Policies and Processes	42
	Overall Compensation Approach and Risk Incentives	44
	Human Resources/Capital and Talent Committee Report	44
	Compensation of Executive Officers	46
	Summary Compensation Table	47
	Grants of Plan-Based Awards	49
	Outstanding Equity Awards at Fiscal Year-End	51
	Option Exercises and Stock Vested	53
	Pension Benefits Table	53
	Nonqualified Deferred Compensation Table	53
	Potential Payments Upon Termination or Change in Control	53
	Employment Arrangements, Termination of Employment Arrangements and Change in Control Arrangements	54
	CEO Pay Ratio	59
	Pay Versus Performance	60
Director Compensation	64
Certain Relationships and Related Transactions	65
PROPOSAL NO. 2 — RATIFICATION OF INDEPENDENT AUDITORS	66
	Vote Required to Ratify the Appointment of Ernst & Young LLP as our Independent Auditors for 2025	66
	Board of Directors' Recommendation on Proposal No. 2	66
	Fees for Independent Auditors During the Years Ended December 31, 2024 and 2023	67
	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of the Independent Auditors	67
	Audit Committee Report	68
PROPOSAL NO. 3 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	69
	Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers	69
	Board of Directors' Recommendation on Proposal No. 3	69

	Page
Other Information	70
	Stockholder Proposals for 2026 Proxy Statement	70
	Stockholders Sharing an Address	70
	Cost of Solicitation	71
	Delinquent Section 16(a) Reports	71
Appendix A - Non-GAAP Financial Information	A-1

Forward Looking Statements

This Proxy Statement contains "forward-looking" statements regarding Somnigroup 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 Somnigroup 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, 2024. We assume no obligation to update any of these forward-looking statements.

SOMNIGROUP INTERNATIONAL INC.

1000 Tempur Way

Lexington, Kentucky 40511

Proxy Statement

Annual Meeting of Stockholders to be Held on May 14, 2025

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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.