UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 4, 2023

 

LEGGETT & PLATT, INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

Missouri		001-07845		44-0324630
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

No. 1 Leggett Road,
Carthage, MO		64836
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 417-358-8131

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value		LEG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02

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

Election of Chairman of the Board and Lead Director

On May 4, 2023, at its scheduled meeting, the Board of Directors elected Karl G. Glassman to serve as Chairman of the Board and Robert E. Brunner to serve as Lead Director until the 2024 annual meeting of shareholders. As previously reported, Mr. Glassman retired as an executive officer of the Company on May 4, 2023.

Equity Grants to Chairman of the Board and Lead Director

Our standard Board equity compensation package consists of an annual grant of restricted stock or restricted stock units (“RSUs”) valued at $160,000 to non-management directors. At the meeting, the Board set the dollar amount of annual equity compensation to be granted to the Chairman ($150,000) and Lead Director ($30,000) in addition to the standard annual equity compensation package.

In connection with Mr. Glassman’s transition from an executive officer to a non-management director, on May 4, 2023, he received the standard annual equity grant of 4,656 shares of restricted stock, and an additional annual equity grant, for his service as Board Chairman, of 4,365 shares of restricted stock. Also, Mr. Brunner, for his service as Lead Director, received an annual equity grant of 873 RSUs. The number of shares of restricted stock and RSUs was determined by dividing the respective dollar amounts by $34.365 per share, which was the average closing price per share of the Company’s stock for the 10 trading days following the 2022 fourth quarter earnings release.

Each grant of restricted stock and RSUs will generally vest, subject to continued service by the director, the day before the 2024 annual meeting of shareholders. However, early vesting may occur in the event of death or disability of the director or if the director’s service is terminated due to a change in control of the Company. RSUs are settled in shares of common stock, on a one-to-one basis, and earn dividend equivalents at a 20% discount to the market price of Company stock on the dividend payment date. Directors may elect to defer settlement of the RSU award for 2 to 10 years after the grant date.

The grants of restricted stock to Mr. Glassman were made pursuant to the Company’s Form of Director Restricted Stock Agreement, which was filed August 7, 2008 as Exhibit 10.1 to the Company’s Form 10-Q, and is incorporated herein by reference. The grant of RSUs to Mr. Brunner was made pursuant to the Company’s Form of Director Restricted Stock Unit Award Agreement, which was filed February 24, 2012 as Exhibit 10.9.7 to the Company’s Form 10-K, and is incorporated herein by reference.

Cash Compensation to Mr. Glassman as Non-Management Director

As a non-management director, Mr. Glassman will also receive cash compensation at an annual rate of $100,000 (standard Board retainer paid quarterly beginning in July 2023).

Attached and incorporated herein by reference as Exhibit 10.3 is the updated Summary Sheet of Director Compensation.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 4, 2023. 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 eleven 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, 2023; (iii) an advisory vote to approve named executive officer compensation as described in the Company’s Proxy Statement; and (iv) an advisory vote concerning the frequency of future advisory votes on named executive officer compensation. 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.

 

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1. Proposal One: Election of Directors. All eleven nominees for director listed in the Proxy Statement were elected to hold office until the 2024 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		97,626,631		1,342,417		162,364		18,085,473
Mark A. Blinn		97,481,358		1,485,205		164,849		18,085,473
Robert E. Brunner		94,992,386		3,979,002		160,024		18,085,473
Mary Campbell		95,268,520		3,561,184		301,708		18,085,473
J. Mitchell Dolloff		95,828,173		2,876,765		426,474		18,085,473
Manuel A. Fernandez		93,220,559		5,605,932		304,921		18,085,473
Karl G. Glassman		93,802,373		5,173,692		155,347		18,085,473
Joseph W. McClanathan		90,708,965		8,122,793		299,654		18,085,473
Srikanth Padmanabhan		95,415,447		3,550,650		165,315		18,085,473
Jai Shah		97,874,851		1,086,549		170,012		18,085,473
Phoebe A. Wood		92,146,272		6,579,240		405,900		18,085,473

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, 2023 was approved with the following vote:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
115,869,165		1,226,393		121,327		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”) consisted of the following:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
93,988,745		4,408,084		734,583		18,085,473

4. Proposal Four: Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation. The advisory vote concerning the frequency of future Say-on-Pay votes on named executive officer compensation consisted of the following:

 

Every 1 YEAR		Every 2 YEARS		Every 3 YEARS		ABSTAIN		BROKER NON-VOTE
94,048,053		425,908		2,582,129		2,075,322		18,085,473

In light of this vote, the Board determined to include a Say-on-Pay advisory vote in its proxy materials annually, until the next annual meeting at which an advisory vote on the frequency of Say-on-Pay votes is conducted.

 

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Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

 

Exhibit     No.		Description
10.1**		Form of Director Restricted Stock Agreement, filed August 7, 2008 as Exhibit 10.1 to the Company’s Form 10-Q, is incorporated herein by reference. (SEC File No. 001-07845)
10.2**		Form of Director Restricted Stock Unit Award Agreement, filed February 24, 2012 as Exhibit 10.9.7 to the Company’s Form 10-K, is incorporated herein by reference. (SEC File No. 001-07845)
10.3*,**		Summary Sheet of Director Compensation
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document)
101.SCH*		Inline XBRL Taxonomy Extension Schema
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the inline XBRL document contained in Exhibit 101)

 

*	Denotes filed herewith

**	Denotes management contract or compensatory plan or arrangement

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				LEGGETT & PLATT, INCORPORATED
Date: May 8, 2023				By:		/s/ SCOTT S. DOUGLAS
						Scott S. Douglas
						Senior Vice President –
						General Counsel & Secretary

 

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