Stockholders' Equity

3 Months Ended

Mar. 31, 2020

Stockholders' Equity Note [Abstract]

(a) Common and Preferred Stock. Tempur Sealy International has 300.0 million authorized shares of common stock with $0.01 per share par value and 10.0 million authorized shares of preferred stock with $0.01 per share par value. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared from time to time by the Board of Directors out of funds legally available for that purpose. In the event of liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

The Board of Directors is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of preferred stock will have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as determined by the Board of Directors, which may include, among others, dividend rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights.

(b) Treasury Stock. As of March 31, 2020, the Company had approximately $131.3 million remaining under the existing share repurchase program initially authorized by the Board of Directors in 2016. In February 2020, the Board of Directors authorized an increase, of over $190.0 million, to its existing share repurchase authorization of Tempur Sealy International's common stock to $300.0 million. The Company repurchased 2.6 million and 15,731 shares, under the program, for approximately $187.5 million and $0.8 million during the three months ended March 31, 2020 and 2019, respectively. The Company ceased all share repurchase activity in March 2020.

In addition, the Company acquired 0.1 million shares upon the vesting of certain restricted stock units ("RSUs"), which were withheld to satisfy tax withholding obligations during each of the three months ended March 31, 2020 and 2019. The shares withheld were valued at the closing price of the stock on the New York Stock Exchange on the vesting date or first business day prior to vesting, resulting in approximately $11.8 million and $2.9 million in treasury stock acquired during the three months ended March 31, 2020 and 2019, respectively.

(c) Shareholder Rights Agreement. On March 27, 2020, the Board of Directors authorized and declared a dividend distribution of one right (a "Right") for each outstanding share of common stock of the Company to stockholders of record at the close of business on April 7, 2020 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $0.01 par value per share (the “Preferred Shares”), of the Company at an exercise price of $273.00 per one one-thousandth of a Preferred Share, subject to adjustment (the “Exercise Price”). Generally, the Rights become exercisable in the event any person or group of affiliated or associated persons acquires beneficial ownership of 10% (20% in the case of a passive institutional investor) or more of the Company's common stock without the approval of the Board of Directors, and until such time are inseparable from and trade with the Company's common stock. The Rights have a de minimis fair value. The Rights were issued pursuant to the Rights Agreement dated as of March 27, 2020 (the "Rights Agreement"), between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. The Rights expire at the close of business on March 26, 2021 or upon an earlier redemption or exchange as provided in the Rights Agreement.

(d) AOCL. AOCL consisted of the following:


	Three Months Ended
	March 31,
(in millions)	2020		2019
Foreign Currency Translation
Balance at beginning of period	$	(82.2)	$	(91.7)
Other comprehensive loss:
Foreign currency translation adjustments ⁽¹⁾	(23.0)		4.0

Balance at end of period	$	(105.2)	$	(87.7)













Pensions
Balance at beginning of period	$	(5.5)	$	(3.6)
Other comprehensive loss:
Net change from period revaluations	0.1		—
Tax expense ⁽²⁾	(0.1)		—
Total other comprehensive income before reclassifications, net of tax	$	—	$	—
Net amount reclassified to earnings ⁽¹⁾	—		—
Tax benefit ⁽²⁾	—		—
Total amount reclassified from accumulated other comprehensive loss, net of tax	$	—	$	—
Total other comprehensive loss	—		—
Balance at end of period	$	(5.5)	$	(3.6)


(1)			In 2020 and 2019, there were no tax impacts related to foreign currency translation adjustments and no amounts were reclassified to earnings.
(2)			These amounts were included in the income tax provision in the accompanying Condensed Consolidated Statements of Income.