Leggett & Platt Inc

1. 1

   The Merger Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger under which Merger Sub will merge with and into Leggett & Platt, with Leggett & Platt surviving as a direct, wholly owned subsidiary of Somnigroup.

   More detail

   This proposal asks shareholders to adopt the Agreement and Plan of Merger that will cause Merger Sub to merge into Leggett & Platt and convert Leggett & Platt into a direct, wholly owned subsidiary of Somnigroup. Management seeks shareholder approval because, under the Merger Agreement, adoption by the holders of at least two-thirds of outstanding Leggett & Platt common stock is a condition to closing; without that approval the Merger cannot be consummated. The Merger Agreement contains detailed terms including the exchange ratio, treatment of equity awards, regulatory cooperation, covenants (including non-solicitation), and termination rights; these commercial, governance and regulatory terms materially affect shareholder value and obligations. The board’s recommendation is unanimous and rests on factors such as expected pro forma ownership (Leggett & Platt shareholders would hold roughly mid-single-digit percent of the combined company), the perceived fairness opinion of its financial advisor, anticipated strategic benefits and potential accretion to Somnigroup’s adjusted EPS before synergies. The board also considered risks: potential integration challenges, regulatory approval risk, impacts on commercial relationships (notably Tempur Sealy), limitations on Leggett & Platt’s interim autonomy, and the lack of a broad auction process. Because abstentions, broker non-votes and failures to vote count effectively as votes against this two‑thirds condition, management emphasizes the importance of an affirmative vote and provides detailed disclosure and the Merger Agreement as annexed documents. Adoption would bind the company to the Merger terms and trigger the conversion of shares into Merger consideration and the other contractual consequences set out in the agreement. Overall, the proposal is transaction‑closing in nature and should be evaluated by shareholders in light of the disclosed exchange ratio, risk factors, fairness analyses, and the board’s fiduciary determinations.

2. 2

   The Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Advisory, non-binding 'say-on-golden-parachute' vote to approve compensation that will or may become payable to Leggett & Platt’s named executive officers that is based on or otherwise relates to the Merger.

   More detail

   This proposal seeks an advisory shareholder vote under Dodd‑Frank and SEC rules on 'golden parachute' payments that will or may be made to Leggett & Platt’s named executive officers in connection with the Merger. It is non‑binding: even if shareholders vote against it, contractual obligations that require payments under the Merger Agreement would still be payable if the Merger closes. Management has provided Item 402(t) disclosures quantifying the potential payments and explains that the board will consider the advisory vote’s result, but is not legally bound by it. The company frames this vote as giving shareholders a say on executive payments tied to a transaction, highlighting transparency and corporate-governance norms; the board recommends approval believing the arrangements are appropriate in the context of the Merger and consistent with protecting company interests and closing certainty. The proxy clarifies the voting standard (majority of voting power present or represented) and the treatment of abstentions and broker non‑votes for this non‑routine matter. The board underscores that approval of this advisory proposal is separate from and not a condition to the Merger itself. For investors, the key considerations are the magnitude and structure of the disclosed payments, whether they align management incentives with shareholder value in the transaction, and the fact that the vote will not alter contractual obligations if the Merger closes. In sum, this is a governance-focused advisory measure whose practical effect is reputational and consultative rather than contractual, but it signals shareholder sentiment on transaction-related executive compensation.

3. 3

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve the adjournment of the Leggett & Platt Special Meeting, if necessary, to (1) solicit additional proxies in favor of the Merger Proposal (for example if a quorum or sufficient votes are lacking) or (2) allow reasonable additional time for filing and mailing any required supplement or amendment to the proxy statement/prospectus and for shareholders to review such materials.

   More detail

   This procedural proposal asks shareholders to authorize adjournment of the special meeting if needed to obtain a quorum or sufficient affirmative votes to approve the Merger Proposal, or to permit time for filing and distributing any required supplement or amendment to the proxy statement/prospectus and for shareholders to review those materials. The vote standard is a majority of voting power present or represented for this non-routine matter, and abstentions count as votes against for purposes of the adjournment proposal; broker non‑votes and failures to vote have no effect on approval. Management is seeking this authorization to preserve flexibility and avoid having the meeting fail or the Merger vote be taken without full disclosure; the ability to adjourn to solicit additional proxies is a common safeguard in contested or large transaction votes. The board recommends approval to ensure it can solicit further support if needed and to ensure compliance with disclosure obligations should supplemental information be necessary before a final vote. For shareholders, the adjournment authority reduces the risk that the meeting would be rushed or that materially new information could not be distributed and considered; conversely, it also gives management additional time to solicit votes in favor. The proposal does not change the merits of the Merger but affects the process and timing of the shareholder vote. Approving this proposal is principally about good process governance and protecting the integrity of the meeting and shareholder decision-making.

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When is the Leggett & Platt Inc 2026 special meeting?

Leggett & Platt Inc (LEG) holds its 2026 special shareholder meeting on Thursday, August 20, 2026.

What is the record date for the Leggett & Platt Inc 2026 meeting?

The record date for the Leggett & Platt Inc 2026 meeting is Monday, July 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Leggett & Platt Inc's 2026 meeting?

The board is presenting 7 director nominees at the Leggett & Platt Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Leggett & Platt Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Leggett & Platt Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.