What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-19 compared with 2020-02-24 · 49 added, 35 removed, 217 unchanged (28% of the section changed)

43 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated herein by reference from our definitive proxy statement for the 2020 Annual Meeting of Stockholders (the "Proxy Statement") under the sections entitled "Proposal One—Election of Directors," and "Board of Directors’ Meetings, Committees of the Board and Related Matters—Corporate Governance," — "Committees of the Board," —"Policies Governing Director Nominations," and "Executive Compensation and Related Information—Delinquent Section 16(a) Reports."

Information relating to executive officers is incorporated herein by reference from our Proxy Statement under the section entitled "Proposal One—Election of Directors—Executive Officers."

The information required by this Item is incorporated herein by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders (the "Proxy Statement") under the sections entitled "Proposal No.

1—Election of Directors," and "Board of Directors’ Meetings, Committees of the Board and Related Matters—Corporate Governance," — "Committees of the Board," —"Policies Governing Director Nominations," —"Board and Committee Independence;

Audit Committee Financial Experts" and "Executive Compensation and Related Information—Delinquent Section 16(a) Reports."

Information relating to executive officers is incorporated herein by reference from our Proxy Statement under the section entitled "Proposal No.

1—Election of Directors—Executive Officers."

EXECUTIVE COMPENSATION

3 unchanged sentences

The following table sets forth equity compensation plan information as of December 31, 2020:

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders:

Amended and Restated 2003 Equity Incentive Plan (1)

194,692 $ 10.66 —

Amended and Restated 2013 Equity Incentive Plan (2)

12,198,608 16.95 10,191,040

12,393,300 $ 27.60 10,191,040

(1) In May 2013, our Board of Directors adopted a resolution that prohibited further grants under the Amended and Restated 2003 Equity Incentive Plan.

3 unchanged sentences

Additionally, this number includes 3,491,856 performance restricted stock units which reflects a maximum payout of the awards granted.

The Company expects that in early March 2019 the Compensation Committee of the Board of Directors will formally determine that the Company did not have $600.0 million or more in Adjusted EBITDA for 2019 in accordance with the 2019 Aspirational Plan PRSUs.

As a result, half of the total outstanding PRSUs above will be forfeited as of this date.

These restricted, deferred and performance restricted stock units are excluded from the weighted average exercise price calculation above.

For information regarding the material features of each of the above plans see Note 10, "Stock-based Compensation," in our Consolidated Financial Statements included in Part II, ITEM 8 of this Report.

4 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is incorporated by reference from the Proxy Statement under the sections entitled “Proposal Two— Ratification of Independent Auditors—Fees for Independent Auditors During the Years Ended December 31, 2019 and 2018 ” and “—Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditors.”

The information required by this Item is incorporated by reference from the Proxy Statement under the sections entitled "Proposal No.

2— Ratification of Independent Auditors—Fees for Independent Auditors During the Years Ended December 31, 2020 and 2019" and "—Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditors."

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

12 unchanged sentences

The following is an index of the exhibits included in this Report or incorporated herein by reference.

EXHIBIT INDEX

(b) EXHIBIT INDEX

3.1 Amended and Restated Certificate of Incorporation of Tempur-Pedic International Inc.

6 unchanged sentences

(filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on February 11, 2019) .

Amended and Restated Certificate of Designation of Series A Junior Participating Preferred Stock of Tempur Sealy International, Inc.

(filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on March 15, 2017).

4.1 Second Amended and Restated Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Tempur Sealy International, Inc.

(filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8A as filed on March 27, 2020).

4.2 Certificate of Elimination of Second Amended and Rest ated Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Tempur Sealy International, Inc.

( f ile d as Exhibit 3.1 to the Registrant 's Current Rep or t on Form 8-K as filed on September 14, 2020).

4.3 Specimen certificate for shares of common stock (filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K as filed on March 1, 2018).

1 unchanged sentence

4.5 Supplemental Indenture, dated as of October 21, 2019, by and among Tempur Sealy International, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, re 5.625% Senior Notes due 2023 (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q as filed on November 7, 2019).

4.6 Third Supplemental Indenture, dated as of October 14, 2020, by and among Tempur Sealy International, Inc.

, the guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee re 5.625% Senior Notes due 2023 (filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q as filed on November 5, 2020.

4.7 Indenture, dated as of May 24, 2016, among Tempur Sealy International, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 24, 2016).

4.8 Supplemental Indenture, dated as of October 21, 2019, by and among Tempur Sealy International, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, re 5.500% Senior Notes due 2026 (filed as Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q as filed on November 7, 2019).

Description of registered securities

4.9 Third Suppl emental Indenture, date d as of October 14, 2020, by and among Tempur Sealy International, Inc.

, the guarantor party thereto and T he Bank of New York Mellon Trust Company, N.A., as trustee re 5.500% Senior Notes due 2026 (filed as Exhibit 10.1 to the Re gistrant's Q uarterly Report on Form 10-Q as filed on November 5, 2020.

4.10 Description of registered securities (filed as Exhibit 4.6 to the Registrant's Annual Report on Form 10-K as filed on February 24, 2020).

4.11 Rights Agreement, dated as of March 27, 2020, by and between Tempur Sealy International, Inc.

and American Stock Transfer & Trust Company, LLC, as rights agent (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K as filed on March 27, 2020).

10.1 Credit Agreement, dated as of April 6, 2016, by and among Tempur Sealy International, Inc., as parent borrower, the several banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on April 7, 2016) .

6 unchanged sentences

10.5 Amendment and Restatement Agreement, dated as of October 16, 2019, by and among Tempur Sealy International, Inc., as parent borrower, Tempur-Pedic Management, LLC, as additional borrower, the subsidiary guarantors party thereto, the several banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on October 17, 2019).

10.6 Amendment No.

1 dated as of May 13, 2020, by and among Tempur Sealy International, Inc., as parent borrower, Tempur-Pedic Management, LLC, as additional borrower, the subsidiary guarantors party thereto, the several banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent to the Amended and Restated Credit Agreement dated as of October 16, 2019 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on May 14, 2020).

10.7 Amendment No.

3 dated February 2 , 2021, by and among Tempur Sealy International, Inc, as parent borrower, the several banks and other financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, to the Amended and Restated Credit Amendment Agreement dated as of October 16, 2019, as amended by Amendment No.

1 dated May 13, 2020 and Amendment No 2 dated June 10, 2020 (filed as Exhibit 10.1 to the Registra n t's Current Report on Form 8-K as filed on February 3, 2021 ) .

10.8 Receivables Sale and Contribution Agreement, dated as of April 12, 2017, between Tempur-Pedic North America, LLC, as seller and contributor, and Tempur Sealy Receivables LLC, as purchaser and contribute (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K as filed on April 18, 2017) .

25 unchanged sentences

10.22 Amended and Restated Non-Employee Director Deferred Compensation Plan (filed as Exhibit 10.15 to the Registrant's Annual Report on Form 10-K as filed on February 13, 2015) .

10.23 2020 Non-Employee Director Compensation Plan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q as filed on November 5, 2020.

10.24 Tempur Sealy International, Inc.

11 unchanged sentences

333-109054-02) as filed on October 31, 2003).

Employment Agreement dated as of July 18, 2006 between Tempur-Pedic International Inc.

and Richard Anderson (filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q as filed November 7, 2006).

10.30 Employment and Non-Competition Agreement dated as of September 4, 2015, by and between Tempur Sealy International, Inc.

2 unchanged sentences

Thompson (filed as Exhibit 10.32 to the Registrant's Annual Report on Form 10-K as filed on March 1, 2018) (1)(2)

10.32 Second Amendment to Employment and Non-Competition Agreement dated March 25, 2020 by and between Tempur Sealy International, Inc.

Thompson (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on March 27, 2020).

10.33 Employment and Non-Competition Agreement dated September 5, 2017, by and between Tempur Sealy International, Inc.

5 unchanged sentences

10.36 Employment and Non-Competition Agreement effective January 1, 2020, by and between Tempur Sealy International, Inc.

and Thomas Murray.

and Thomas Murray (filed as Exhibit 10.33 to the Registrant's Annual Report on Form 10-K as filed on February 24,2020).

10.37 Employment and Non-Competition Agreement effective January 1, 2020, by and between Tempur Sealy International, Inc.

and Steven Rusing.

Form of Stock Option Agreement under the Amended and Restated 2003 Equity Incentive Plan (Director) (filed as Exhibit 10.40 to Registrant’s Annual Report on Form 10-K as filed on February 12, 2009).

Form of Stock Option Agreement under the United Kingdom Approved Share Option Sub Plan to the 2003 Equity Incentive Plan (filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q as filed on April 30, 2009).

and Steven Rusing (filed as Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K as filed on February 24, 2020).

10.38 Form of Stock Option Agreement under the Amended and Restated 2003 Equity Incentive Plan (filed as Exhibit 10.4 to the Registrant's Current Report on Form 8-K as filed on February 19, 2010) .

Form of Stock Option Agreement under Amended and Restated 2003 Equity Incentive Plan (Executive) (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K as filed on February 19, 2010).

10.39 Form of Stock Option Agreement under the Amended and Restated 2003 Equity Incentive Plan (Director) (filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q as filed on July 28, 2010).

6 unchanged sentences

10.45 Form of Amendment to Stock Option Agreement (filed as Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K as filed on March 1, 2018) (1)(2)

Form of Performance Restricted Stock Unit Award Agreement under the 2013 Equity Incentive Plan (filed as Exhibit 10.38 to Registrant's Annual Report on Form 10-K as filed on February 13, 2015) .

2015 Performance Restricted Stock Unit Award Agreement dated as of September 4, 2015, between Tempur Sealy International, Inc.

Thompson (filed as Exhibit 10.5 to Registrant’s Current Report on Form 8-K as filed on September 8, 2015).

Form of 2015 Performance Restricted Stock Unit Award Agreement (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K as filed on October 29, 2015) .

10.46 Form of 2017 Performance Restricted Stock Unit Award Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on August 7, 2017) .

19 unchanged sentences

10.59 Form of 2019 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (filed as Exhibit 10.60 to the Registrant’s Annual Report on Form 10-K as filed on February 25, 2019).

10.60 Form of 2020 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (filed as Exhibit 10.63 to the Registrant's Annual Report of Form 10-K as filed on February 24, 20 20 ) .

10.61 Form of 2020 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (filed as Exhibit 10.64 to the Registrant 's Annual Report on Form 10-K as filed on F ebruary 24, 2020 ) .

10.62 Form of 2021 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan.

4 unchanged sentences

21.1 Subsidiaries of Tempur Sealy International, Inc.

22.0 List of Subsidiary Guarantors

23.1 Consent of Ernst & Young LLP.

15 unchanged sentences

(in millions)

Charged to Other

Allowance for doubtful accounts:

Year Ended December 31, 2017

Year Ended December 31, 2018

Year Ended December 31, 2019

Charged to Other

Description Balance at

Period Charges to

Expenses Charged to Other

Accounts Deductions Balance at

Valuation allowance for deferred tax assets:

5 unchanged sentences

TEMPUR SEALY INTERNATIONAL, INC.

February 21, 2020

February 19, 2021 By:

Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on February 19, 2021, on behalf of the registrant and in the capacities indicated.

Chairman, President and Chief Executive Officer (Principal Executive Officer)

/S/ BHASKAR RAO

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Signature Capacity

THOMPSON Chairman, President and Chief Executive Officer (Principal Executive Officer)

/S/ BHASKAR RAO Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/S/ EVELYN S.

DILSAVER Director

GATES Director

HEIL Director

LUTHER Director

/S/ RICHARD W.

RUCHIM Director

/S/ ROBERT B.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures