Independent
Tenure on this board
0.7 yrs
8 nominees · 4 ballot items.
Four proposals: (1) Elect eight directors for one-year terms; (2) Ratify Ernst & Young LLP as independent auditors for 2026; (3) Advisory (non-binding) approval of the compensation of the Named Executive Officers (say-on-pay); and (4) Approve an amendment to the Certificate of Incorporation to increase authorized common shares to 1,000,000,000.
Elect eight directors (Christopher T. Cook, Evelyn S. Dilsaver, Simon John Dyer, Cathy Rogers Gates, Meredith Siegfried Madden, Richard W. Neu, Peter R. Sachse and Scott L. Thompson) to serve one-year terms until the 2027 annual meeting or until successors are duly elected and qualified.
Ratify the appointment of Ernst & Young LLP as Somnigroup's independent auditors for the year ending December 31, 2026.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company's Named Executive Officers as disclosed in the proxy materials.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the Company's Named Executive Officers as described in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative. Management seeks this vote to validate its executive pay philosophy—emphasizing pay-for-performance, a mix of short-term and long-term incentives, and substantial equity-based awards tied to adjusted EPS, adjusted EBITDA and strategic initiatives—and to demonstrate alignment between management and stockholder interests. The Board and the Human Resources/Capital and Talent Committee present the proposal as part of standard governance practice and point to robust stockholder engagement (outreach to holders representing a large percentage of shares outstanding) and a prior say-on-pay approval above 98% as evidence of strong support. The Company highlights features intended to limit excessive risk-taking (stock ownership guidelines, clawback policy, no repricing without stockholder approval, capped maximum payouts) and explains specific program design choices made after investor feedback, including 50/50 PRSU/RSU LTIP mix and performance metrics selection. The advisory nature means the vote does not change compensation contracts but will inform the Compensation Committee's decisions going forward; management explicitly commits to considering the outcome in future program design. Key governance context includes the Compensation Committee's use of an independent compensation consultant and disclosure of pay outcomes (including one-time awards and transaction bonuses) that may affect votes; the proxy also explains recent special awards (e.g., CEO option award and transaction bonus) that investors may scrutinize. Stockholders should weigh alignment mechanisms and performance outcomes (e.g., 2025 adjusted EPS/EBITDA results and PRSU payouts) against dilution and exceptional awards when evaluating the proposal. The Board's rationale for recommending FOR emphasizes alignment with long-term strategy, retention and post-acquisition integration (e.g., Mattress Firm), and the Committee's responsiveness to investor feedback.
Approve an amendment to Article IV of the Certificate of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (total authorized shares of all classes to 1,010,000,000).
This management proposal would amend the Company's Certificate of Incorporation to increase authorized common stock from 500 million to 1 billion shares (raising total authorized to 1,010,000,000 including preferred). Management frames the amendment as a precautionary measure to provide flexibility for future corporate needs—financing, strategic transactions, stock splits, employee equity programs, or other general corporate purposes—without the delay and cost of reconvening stockholders for another vote. The Board emphasizes there are no definite plans to issue the newly authorized shares immediately and discloses the current fully diluted share count (~221.4 million as of March 2, 2026), noting about 216 million shares currently unissued and unreserved. From a governance perspective, increasing authorized shares can materially dilute existing shareholders if used aggressively; management acknowledges this risk and states no present intent to use the increase for anti-takeover purposes, although the additional shares could be used in ways that make control changes more difficult. The proposal requires affirmative vote of a majority of outstanding shares—thus it is a high-threshold, shareholder-level authorization—and the Board contends approval better positions the Company to respond quickly to market opportunities post-acquisition integration (e.g., Mattress Firm). Investors should weigh the utility of ready access to authorized shares for strategic flexibility against potential dilution, and consider whether additional safeguards (e.g., pre-approval for large issuances, shareholder approval for material M&A financings) are warranted. The Board’s recommendation cites the benefits of agility and preparedness in a post-acquisition company and frames the amendment as a prudent governance step to preserve optionality for the Board and management.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 9.21% | 19,372,289 | $1.4B |
| 2 | BlackRock, Inc. | 5.99% | 12,593,539 | $931M |
| 3 | Select Equity Group, L.P. | 4.41% | 9,273,908 | $686M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.32% | 9,078,255 | $671M |
| 5 | Linonia Partnership LP | 4.18% | 8,782,011 | $649M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.01% | 8,438,240 | $624M |
| 7 | WINDACRE PARTNERSHIP LLC | 3.91% | 8,222,760 | $608M |
| 8 | STATE STREET CORP | 3.28% | 6,890,473 | $509M |
| 9 | BlackRock, Inc. | 2.90% | 6,092,016 | $450M |
| 10 | BROWNING WEST LP | 2.80% | 5,896,706 | $436M |
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