LEG Leggett & Platt Inc - 8-K

Item 1.02 Termination of a Material Definitive Agreement.

On May 20, 2026, Karl G. Glassman, the Company’s President and Chief Executive Officer, delivered a notice of termination of the Aircraft Time Sharing Agreement (the “ Agreement ”) previously entered into between the Company’s wholly-owned subsidiary, L&P Transportation LLC, and Mr. Glassman. The termination will be effective May 30, 2026, in accordance with the terms of the Agreement. The Agreement was dated May 20, 2024, and was filed May 21, 2024 as Exhibit 10.3 to the Company’s Form 8-K. The Agreement provided that Mr. Glassman could lease certain Company aircraft (now expected to be sold) with flight crew on a non-exclusive basis for personal travel for him and his guests subject to Mr. Glassman reimbursing the Company for the aggregate incremental cost of such flights, including the costs of any “deadhead” flights necessitated by such personal use.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The amendment and restatement of the Company’s Flexible Stock Plan (the “ Plan ”) was approved by shareholders at the Annual Meeting of Shareholders held May 21, 2026. The Plan provides for the award of stock-based and other benefits (including stock options, stock appreciation rights, restricted stock, stock units, cash and equity performance awards, other stock-based awards and other awards) to attract and retain valuable employees, directors and other key individuals, align the interests of participants with those of shareholders, and reward outstanding performance. The Plan has a term of 10 years expiring in 2036.

Our named executive officers, Karl G. Glassman (President & CEO), Benjamin M. Burns (Executive Vice President & CFO), J. Tyson Hagale (Executive Vice President, President – Bedding Products), R. Samuel Smith, Jr. (Executive Vice President, President – Specialized Products and Furniture, Flooring & Textile Products) and Jennifer J. Davis (Executive Vice President & General Counsel) along with our non-employee directors and other key employees, are eligible to receive awards under the Plan. The material terms and conditions of the Plan and the amendments adopted by the shareholders at the Annual Meeting have been previously reported under “Proposal Four: Approval of the Amendment and Restatement of the Flexible Stock Plan” in the Company’s Proxy Statement (beginning on page 22), filed April 7, 2026 (the “ Proxy Statement ”), and in the Plan document attached as an Appendix to the Proxy Statement. The amendments to the Plan included:

(a)

increasing the number of shares available for future grant under the Plan by 4.0 million. After the amendment, as of March 13, 2026, there was a total of approximately 8.2 million shares available for future grant under the Plan (excluding forfeitures of existing awards that again become available for issuance under the Plan);

(b)

extending the term of the Plan by one year to May 21, 2036;

(c)

adding a non-employee director annual compensation limit of $750,000, which includes the grant date fair value of equity awards and cash or other consideration; and

(d)

adding a requirement for the CEO to hold for at least one year any net shares received (i.e., shares remaining after payment of taxes) from the exercise of stock options or stock appreciation rights.

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The above disclosure is only a brief description of the Plan, as amended and restated, and is qualified in its entirety by the description under “ Proposal Four: Approval of the Amendment and Restatement of the Flexible Stock Plan ” in the Proxy Statement, and the Flexible Stock Plan , attached as an Appendix to the Proxy Statement, each of which is incorporated herein by reference. The Plan, as amended and restated, is incorporated herein by reference as Exhibit 10.1 .

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 21, 2026. In connection with this meeting, proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. Matters voted upon were (i) the election of eight directors; (ii) the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) an advisory vote to approve named executive officer compensation as described in the Company’s Proxy Statement; and (iv) approval of the amendment and restatement of the Company’s Flexible Stock Plan. The number of votes cast for and against, as well as abstentions and broker non-votes, with respect to each matter, as applicable, are set forth below.

1. Proposal One: Election of Directors.  All eight nominees for director listed in the Proxy Statement were elected to hold office until the 2027 Annual Meeting of Shareholders, or until their successors are elected and qualified, with the following vote:

DIRECTOR NOMINEE

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

Angela Barbee

98,172,016

2,349,409

92,644

17,351,084

Robert E. Brunner

93,715,506

6,767,907

130,656

17,351,084

Mary Campbell

98,208,378

2,316,095

89,596

17,351,084

Karl G. Glassman

95,943,472

4,583,084

87,513

17,351,084

Joseph W. McClanathan

88,671,982

11,851,234

90,853

17,351,084

Srikanth Padmanabhan

97,088,244

3,431,088

94,737

17,351,084

Jai Shah

98,204,271

2,313,768

96,030

17,351,084

Phoebe A. Wood

93,146,790

7,363,534

103,745

17,351,084

2. Proposal Two: Ratification of Independent Registered Public Accounting Firm. The ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was approved with the following vote:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

115,178,397

2,605,282

181,474

N/A

3. Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation.  The advisory vote to approve the Company’s named executive officer compensation package as described in the “Executive Compensation and Related Matters” section of the Company’s Proxy Statement (commonly known as “Say-on-Pay”) was approved with the following vote:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

94,779,810

5,660,419

173,840

17,351,084

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4. Proposal Four: Approval of the Amendment and Restatement of the Company’s Flexible Stock Plan. The amendment and restatement of the Company’s Flexible Stock Plan was approved with the following vote:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

96,541,944

3,891,677

180,448

17,351,084

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit

No.

Description

10.1*

The Company’s Flexible Stock Plan, amended and restated, effective as of May 21, 2026, filed April 7, 2026 as an Appendix to the Company’s Proxy Statement, is incorporated herein by reference.

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

*

Denotes management contract or compensatory plan or arrangement.

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