UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
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 (see General Instruction A.2. below):
| 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 |
Name of each exchange on which registered | ||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of Retention Agreements
On December 27, 2025, the Human Resources and Compensation Committee and the Board of Directors of the Company approved retention agreements for a limited group of key management personnel, including the below named executive officers. The retention agreements were approved to ensure continuity in leadership and ongoing success of the Company. The dollar amounts to be paid to each named executive officer and the multiple of those payments compared to the named executive officers’ base salaries are found in the following table. Karl G. Glassman, the Company’s President and Chief Executive Officer, did not receive a retention agreement.
| Named Executive Officers |
Retention Dollar Amount |
Retention Multiple of Base Salary | ||||
| Benjamin M. Burns, EVP & CFO |
$ | 618,000 | 103% | |||
| J. Tyson Hagale, EVP, President – Bedding Products |
$ | 618,000 | 103% | |||
| R. Samuel Smith, Jr., EVP, President – Specialized Products and Furniture, Flooring & Textile Products |
$ | 540,750 | 103% | |||
| Jennifer J. Davis, EVP & General Counsel |
$ | 630,875 | 128.8% | |||
The retention agreements contain the following terms and conditions:
| (i) | The retention payments will be paid in 2025, but are subject to continued employment through December 23, 2026; |
| (ii) | The retention payments are subject to a 100% clawback if the executive voluntarily terminates employment (other than for death, Disability or Good Reason) or the Company terminates employment (for Cause) on or before May 29, 2026, and a 50% clawback after May 29, 2026 but terminating on or before December 23, 2026 on the same terms; and |
| (iii) | The clawback provisions will terminate upon a Change in Control of the Company. |
The retention agreements have customary confidentiality and non-competition covenants.
The foregoing is only a summary and is qualified in its entirety by reference to the Form of Retention Bonus Award Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The definitions of Cause and Good Reason are contained in the Company’s standard Severance Benefit Agreement which is attached as Exhibit 10.2 to the Company’s Form 8-K filed May 21, 2024, and the definition of Disability is contained in the Form of Retention Bonus Award Agreement. Change in Control is defined in the Company’s Flexible Stock Plan filed as an Appendix to the Company’s Proxy Statement on March 26, 2025.
2
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1*,** | Form of Retention Bonus Award Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
| * | Denotes filed herewith. |
| ** | Denotes management contract or compensatory plan or arrangement. |
3
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.
| LEGGETT & PLATT, INCORPORATED | ||||||
| Date: December 29, 2025 | By: | /s/ JENNIFER J. DAVIS | ||||
| Jennifer J. Davis | ||||||
| Executive Vice President – | ||||||
| General Counsel | ||||||
4