Somnigroup International Inc. (SGI) Earnings Call Transcript & Summary

Welcome to Tempur Sealy International Inc. 2020 Annual Meeting of Stockholders. At this time, I would like to turn the meeting over to Scott Thompson, Chairman of the Board of Directors of Tempur Sealy. Please go ahead.

Good morning, ladies and gentlemen. As Chairman of the Board of Directors of Tempur Sealy, it is my pleasure to welcome you all. We are pleased to be able to conduct our annual meeting virtually via the Internet. It is 8:30 a.m. Central Time, in accordance with the notice of the meeting. I'll call to order the annual meeting of the shareholders of Tempur Sealy. Although I am formally presiding over this meeting, I've asked Rick Neu, Board's Lead Director to run through some of the voting formalities today.

Thank you, Scott. Our annual meeting agenda is displayed on the virtual meeting website, and our rules of conduct are posted on the same website. We plan to conduct the meeting in accordance with the agenda and rules of conduct. The principal items of business before the meeting are: the election of 8 directors; the ratification of the appointment of Ernst & Young LLP as the company's independent auditors for the current fiscal year; and the advisory vote to approve the compensation of our named executive officers. These items are more fully described in our notice of annual meeting and proxy statement, a copy of which has been made available to all stockholders and is available at this meeting on the virtual meeting website. Joe Kamer, Senior Vice President, General Counsel and Secretary of the company, will serve as the inspector of elections. Before proceeding to the business of the meeting, I would like to introduce our directors and executive officers, all of whom are in attendance at the meeting. Current directors are myself, Rick Neu, Scott Thompson, Evelyn Dilsaver, Cathy Gates, John Heil, Jack Luther, Arik Ruchim and Bob Trussell. Present executive officers of the company are in attendance virtually and are listed on our investor relations website. Also present today, virtually, is Mike Bruggeman, from Ernst & Young LLP, the company's current independent auditors. Mr. Kamer will now report on the mailing of the notice of this meeting and the presence of a quorum.

Thank you, Rick. This meeting is held pursuant to printed notice mailed on or about March 25, 2020, to each stockholder of record at the close of business on March 12, 2020, who is entitled to vote. The notice of annual meeting also stated the date, time and meeting purpose, along with the web address for participating in today's virtual meeting. A list of stockholders entitled to vote at this meeting has been made available at company headquarters for the past 10 days and is available at this meeting for examination by any stockholder who is logged into this meeting by clicking the stockholder list link on their screen. All documents concerning the call and notice of the meeting will be filed with the records of the meeting. Count of shares immediately prior to the commencement of the meeting indicated that 45,832,931 shares of the company's common stock of the 52,098,525 shares entitled to vote at this meeting or present by proxy. This is 87.97% of the outstanding voting stock of the company.

Thank you, Joe. I hereby declare a quorum present at the meeting. On behalf of the Board of Directors of the company, I would like to express my appreciation to all stockholders to return their proxies. I would also like to point out that most of you who returned proxies authorized the persons named in the proxy card, Joe Kamer and Bhaskar Rao to vote on all proposals coming before the meeting. At this time, any stockholders that are logged into this annual meeting who wish to vote their shares may do so now by clicking on the Vote Here button on your screen. However, we urge stockholders to allow their proxies to stand if they have previously voted. It is now approximately 8:34 a.m. Central Standard Time. I declare the polls open for voting. [Voting]

First matter to be acted upon by the stockholders is the reelection of the 8 directors previously introduced, each to serve for a 1-year term expiring on the date of the annual meeting of the stockholders of the company in 2021 and until their respective successors are duly elected and qualified. The company has an advanced notice bylaw provision, and as a result, the nominations are closed. We will now move on to the next proposal. The second matter being submitted to stockholders for action is the ratification of the appointment of Ernst & Young LLP as independent auditors of the company. I would like to call upon Ms. Dilsaver, Chair of the Audit Committee, for the recommendation of the Audit Committee in this regard.

Thank you, Rick. The Audit Committee was assigned the responsibility of recommending auditors to be appointed by the company. The Audit Committee consists entirely of directors who are independent of corporate management for purpose of the rules of the New York Stock Exchange and the Securities and Exchange Commission. The Audit Committee has also had direct access to both the outside auditors and the internal auditors. In its deliberations this year, the Audit Committee has worked closely and regularly with Ernst & Young LLP and has had substantial opportunity to evaluate their work and is founded to be of consistently high quality. As such, the Audit Committee has recommended Ernst & Young LLP to audit the financial statements of the company and its subsidiaries for the fiscal year ending December 31, 2020.

Thank you, Evelyn. We will now move on to the next proposal. The third matter to be acted upon by the stockholders is the advisory vote to approve the compensation of named executive officers as reported in the proxy statement. This proposal gives stockholders the opportunity to express their views on the overall compensation of our named executive officers and the philosophy, policies and practices, as described in the proxy statement. It is not a vote on any specific item of compensation. As described in the proxy statement, our executive compensation programs are designed to reward our management talent, including the named executive officers, for the achievement of specific annual, long-term and strategic goals and the realization of increased stockholder value. The compensation committee of the Board regularly reviews the compensation -- the company's compensation programs to confirm that they continue to be aligned with achieving these goals. At this time, the polls are closed for voting. It is now approximately 8:37 a.m. Central Time. I now ask Mr. Kamer to provide the preliminary voting results.

The voting is complete, and I have prepared the preliminary report of the inspector of elections based on the proxies already received. The final voting results will be presented in our current report on Form 8-K, which will be filed within 4 business days following the end of the annual meeting of stockholders. With respect to the first item on the agenda, the election of 8 directors to serve until the 2021 annual meeting of stockholders, more than a majority of the votes cast with respect to each director nominee were voted for each such director nominees standing for election. With respect to the second item on the agenda, the ratification of the appointment of Ernst & Young LLP as independent auditors for the company, more than a majority of the votes cast were voted for the appointment of Ernst & Young LLP to audit the financial statements of the company and its subsidiaries for the fiscal year ending December 31, 2020. With respect to the third item on the agenda, the advisory vote to approve the compensation of the named executive officers as reported in the proxy statement, more than a majority of the votes cast were voted for the approval of the advisory proposal.

Thank you, Joe. I hereby declare that the nominees for director have been duly elected. The appointment of Ernst & Young LLP to audit the financial statements of the company and its subsidiaries for the fiscal year ending December 31, 2020, has been duly ratified. And majority of votes cast are in favor of approving the compensation of the named executive officers, and it has been duly noted by the Board. At this point, I'll turn the meeting back over to Scott Thompson. Thank you.

Thank you, Rick. Thank you, and this concludes our shareholder meeting. We thank you for your confidence in Tempur Sealy's leadership team and its Board of Directors. Operator, this concludes our call today.

Okay. Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect. Have a great day.