SNBR Sleep Number Corp - 8-K

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) As described below under Item 5.07, at the 2026 Annual Meeting of Shareholders of Sleep Number Corporation (the "Company") held on May 21, 2026 ("2026 Annual Meeting"), the Company’s shareholders approved an amendment to the Company's 2020 Equity Incentive Plan (the “2020 Plan”) to increase the number of shares reserved for issuance thereunder by 750,000 shares, which was previously approved by the Company’s Management Development and Compensation Committee. The 2020 Plan is described in detail under "Proposal 7 - Vote on Proposed Amendment to the Sleep Number Corporation 2020 Equity Incentive Plan” in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 8, 2026.

The foregoing description of the amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's 2026 Annual Meeting, 17,964,664 shares of common stock (constituting 77.96% of the outstanding shares), were represented in person or by proxy. The final results of the shareholder votes regarding each proposal are set forth in the following tables:

Proposal 1. Election of Directors

Phillip M. Eyler, Julie M. Howard and Angel L. Mendez, were each elected by shareholders for three-year terms expiring at the 2029 Annual Meeting of Shareholders, or until their successors are elected and qualified, in accordance with the following voting results:

Nominees

For

Withheld

Broker

Non-Votes

Phillip M. Eyler

10,872,873

1,599,123

5,492,668

Julie M. Howard

11,188,374

1,283,622

5,492,668

Angel L. Mendez

11,498,920

973,076

5,492,668

Proposal 2. Approve Amendments to the Company's Articles and Bylaws to Declassify the Board

The amendments to the Company's Third Restated Articles of Incorporation, as amended, ("Articles") and Restated Bylaws ("Bylaws") to declassify the Board were not approved, as the affirmative vote of two-thirds of the shares of common stock outstanding as of the Record Date for the Annual Meeting was required. Votes were as follows:

For

Against

Abstain

Broker

Non-Votes

12,107,725

285,333

78,938

5,492,668

Proposal 3. Approve an Amendment to the Company's Articles to Eliminate the Supermajority Voting Requirement in Article XIV Related to Directors

The amendment to the Company's Articles to eliminate the supermajority voting requirement in Article XIV related to Directors was not approved, as the affirmative vote of two-thirds of the shares of common stock outstanding as of the Record Date for the Annual Meeting was required. Votes were as follows:

For

Against

Abstain

Broker

Non-Votes

11,752,446

620,674

98,876

5,492,668

Proposal 4. Approve an Amendment to the Company's Articles to Eliminate the Supermajority Voting Requirements in Article XV Related to Approval of Certain Transactions

The amendment to the Company's Articles to eliminate the supermajority voting requirement in Article XV related to approval of certain transactions was not approved, as the affirmative vote of two-thirds of the shares of common stock outstanding as of the Record Date for the Annual Meeting was required. Votes were as follows:

For

Against

Abstain

Broker

Non-Votes

11,750,016

682,175

39,805

5,492,668

Proposal 5. Ratification of Appointment of Independent Registered Public Accounting Firm

The proposal to ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year ending January 2, 2027, was approved by the affirmative vote of the holders of a majority of shares of common stock represented and entitled to vote in person or by proxy on such action, in accordance with the following voting results:

For

Against

Abstain

Broker

Non-Votes

17,716,467

242,738

5,459

---

Proposal 6. Advisory Vote on Executive Compensation

The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as outlined in the Company’s proxy statement was approved by the affirmative vote of the holders of a majority of shares of common stock represented and entitled to vote in person or by proxy on such action, in accordance with the following voting results:

For

Against

Abstain

Broker

Non-Votes

10,510,518

704,349

1,257,129

5,492,668

Proposal 7. Amendment No. 2 to the Sleep Number Corporation 2020 Equity Incentive Plan

The proposal to approve an amendment to the Sleep Number Corporation 2020 Equity Incentive Plan was approved by the affirmative vote of the holders of a majority of shares of common stock represented and entitled to vote in person or by proxy on such action, in accordance with the following voting results:

For

Against

Abstain

Broker

Non-Votes

8,578,821

3,624,947

268,228

5,492,668

ITEM 8.01

OTHER EVENTS

The Board believes that the proposed amendments to the Company's Articles and Bylaws to declassify the Board and eliminate the supermajority voting requirements in the Company's Articles XIV and XV are in the best interests of the Company and its shareholders. The Board was disappointed that these proposals did not get the requisite affirmative vote of two-thirds of the shares of common stock outstanding as of the Record Date at the Company's 2026 Annual Meeting and remains committed to pursing them.

This Item 8.01 contains “forward-looking” statements that are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. The Company assumes no obligation to update any of these forward-looking statements.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.

Description of Exhibit

10.1

Amendment No. 3 to the Sleep Number Corporation 2020 Equity Incentive Plan

104

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