8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 19, 2019

TEMPUR SEALY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31922	33-1022198
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Tempur Way

Lexington, Kentucky  40511

(Address of principal executive offices) (Zip Code)

(800) 878-8889

(Registrant’s telephone number, including area code)

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:

☐ 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 exchange on which registered
Common Stock, $0.01 par value	TPX	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 8.01. Other Events.

        On December 19, 2019, Tempur Sealy International, Inc. (the "Company") issued a press release (the "Press Release") announcing that it would be making a special contribution before December 31, 2019 of 100,000 shares of its common stock to certain public charities. These shares have a market value of approximately $9 million. The Company plans to treat the approximate $9 million contributions, which do not involve any cash payments, as an adjustment in calculating adjusted EBITDA under the Company’s senior secured credit agreement. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Tempur Sealy International, Inc. dated as of December 19, 2019.
104.1	Cover page interactive data file (embedded within the Inline XBRL document).

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.

Date:  December 19, 2019

Tempur Sealy International, Inc.
By:	/s/ Bhaskar Rao
Name:	Bhaskar Rao
Title:	Executive Vice President & Chief Financial Officer

EX-99.1

TEMPUR SEALY ANNOUNCES SPECIAL DONATION OF APPROXIMATELY $9 MILLION TO CHARITIES

Tempur Sealy Foundation announces special $200,000 donation to Kentucky Charities

LEXINGTON, KY, December 19, 2019– Tempur Sealy International, Inc. (NYSE: TPX, “Company”) announced today that it would make a special contribution before December 31, 2019 of 100,000 shares of its common stock to certain public charities, including the Tempur Sealy Foundation. These shares have a market value of approximately $9 million and represent the largest single charitable contribution in the Company’s history. Including this contribution, the Company’s charitable activities including cash, common stock and product are valued in excess of $100 million over the last three years.

Additionally, the Company also announced the Tempur Sealy Foundation is donating $200,000 across four Lexington, KY based charities that focus on children and families in need, including KVC Kentucky, Ronald McDonald House of the Bluegrass, Sunrise Children’s Services, and Lexington Rescue Mission. These are local charities the Company has had a long-term relationship with both in terms of contributions and service.

The one-time special contribution of stock with a market value of approximately $9 million are being made in recognition of the outstanding performance of the Company’s Chairman and CEO, Scott Thompson, and the employees of Tempur Sealy over the last year.

Thompson stated, “this one-time special donation reflects the commitment that we feel to communities and certain causes, like children in need. It will be used in part to fund the long-term needs for the Tempur Sealy Foundation, which supports children’s charities in Central Kentucky. I want to thank the Board of Directors for recognizing the extraordinary results that the employees of Tempur Sealy achieved this year, primarily the enormous success of the Company’s direct to consumer business, the successful effort to resume the Mattress Firm relationship, and expansion of the Big Lots relationship. I am proud to be associated with such a supportive Board of Directors and talented group of employees.”

The Company plans to treat the approximate $9 million contributions, which do not involve any cash payments, as an adjustment in calculating adjusted EBITDA under the Company’s senior secured credit agreement.

About the Company

Tempur Sealy International, Inc. (NYSE: TPX) develops, manufactures, and markets mattresses, foundations, pillows and other products. The Company’s products are sold worldwide through third party retailers, its own stores, and online. The Company's brand portfolio includes many highly recognized brands in the industry, including Tempur®, Tempur-Pedic®, Sealy® featuring Posturepedic® Technology, and Stearns & Foster®. World headquarters for Tempur Sealy International is in Lexington, KY. For more information, visit http://www.tempursealy.com or call 800-805-3635.

Investor Relations Contact

Aubrey Moore

Investor Relations

Tempur Sealy International, Inc.

800-805-3635

Investor.relations@tempursealy.com

XML

Cover Page	Dec. 19, 2019
Cover page.
Document Type	8-K
Document Period End Date	Dec. 19, 2019
Entity Registrant Name	TEMPUR SEALY INTERNATIONAL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31922
Entity Tax Identification Number	33-1022198
Entity Address, Address Line One	1000 Tempur Way
Entity Address, City or Town	Lexington
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40511
City Area Code	800
Local Phone Number	878-8889
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	TPX
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001206264