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Form 8-K LEGGETT & PLATT INC For: May 17

May 19, 2022 4:12 PM EDT

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FORM 8-K
LEGGETT & PLATT INC false 0000058492 0000058492 2022-05-17 2022-05-17

 

 

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 17, 2022

 

 

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 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 17, 2022. 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 twelve 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, 2022; and (iii) an advisory vote to approve named executive officer compensation as described in the Company’s Proxy Statement. 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 twelve nominees for director listed in the Proxy Statement were elected to hold office until the 2023 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

   99,867,022    1,000,756    428,964    17,377,198

Mark A. Blinn

   99,401,636    1,623,290    271,816    17,377,198

Robert E. Brunner

   97,318,265    3,822,386    156,091    17,377,198

Mary Campbell

   99,889,218    1,249,095    158,429    17,377,198

J. Mitchell Dolloff

   97,685,592    3,282,943    328,207    17,377,198

Manuel A. Fernandez

   97,694,530    3,439,535    162,677    17,377,198

Karl G. Glassman

   97,242,471    3,887,238    167,033    17,377,198

Joseph W. McClanathan

   96,761,758    4,376,201    158,783    17,377,198

Judy C. Odom

   96,856,442    4,301,515    138,785    17,377,198

Srikanth Padmanabhan

   99,836,986    1,281,738    178,018    17,377,198

Jai Shah

   99,946,513    1,170,461    179,768    17,377,198

Phoebe A. Wood

   96,421,971    4,729,558    145,213    17,377,198

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, 2022 was approved with the following vote:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTE

117,084,663   1,459,996   129,281   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

95,612,489   5,111,504   572,749   17,377,198

 

2


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

 

Exhibit
No.
  

Description

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.

 

3


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 19, 2022     By:  

/s/ SCOTT S. DOUGLAS

      Scott S. Douglas
      Senior Vice President –
      General Counsel & Secretary

 

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