8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  January 27, 2023

SLEEP NUMBER CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation)

000-25121	41-1597886
(Commission File Number)	(IRS Employer Identification No.)

1001 Third Avenue South, Minneapolis, MN  55404

(Address of principal executive offices) (Zip Code) 

(763) 551-7000

(Registrant’s telephone number, including area code)

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 each exchange on which registered
Common Stock, par value $0.01 per share	SNBR	Nasdaq Global Select Market

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 27, 2023, Sleep Number Corporation (the “Company”) issued a press release, which was furnished as Exhibit 99.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Original Form 8-K”). The Company is filing this Amendment No. 1 on Form 8-K/A solely for the purpose of providing an updated copy of the press release correcting an inadvertent error reported in the press release relating to the Company’s estimated net sales. No other changes have been made to the Original Form 8-K or press release furnished therewith.

The reference to net sales in the fifth paragraph of the press release should read “the company estimates FY2022 net sales of $2,114 million” rather than “the company estimates FY2022 net sales of $2,037 million” as originally issued inadvertently.

The press release was corrected on January 27, 2023, and is attached as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 2.02 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Corrected Press Release dated January 27, 2023 (furnished herewith)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SLEEP NUMBER CORPORATION
	(Registrant)
Dated:  January 27, 2023	By:	/s/ Samuel R. Hellfeld
	Name:	Samuel R. Hellfeld
	Title:	Executive Vice President and Chief Legal and Risk Officer

EX-99.1

Exhibit 99.1

Sleep Number Announces Leadership Transition

Executive Vice President and Chief Financial Officer David Callen Stepping Down

Company Provides Preliminary Full Year 2022 Net Sales and Earnings Per Diluted ShareAhead of Earnings Call Scheduled for February 22nd

MINNEAPOLIS — January 27, 2023 -Sleep Number Corporation (Nasdaq: SNBR)today announced that Executive Vice President and Chief Financial Officer David Callen is stepping down from his position to pursue other opportunities, effective January 30. He will continue to serve in a financial advisory role through March 3, as the company executes a smooth transition through the report of its 2022 financial results.

Callen has been a part of the Sleep Number executive leadership team since April 2014, overseeing the company’s financial performance during its transition from mattress retailer to wellness technology leader. His departure is not the result of disagreements with the company on any subject, including its operations, policies, or practices.

Sleep Number Executive Vice President and Chief Human Resources Officer, Chris Krusmark, will assume the role of interim Chief Financial Officer, effective January 30, until a permanent replacement is appointed. He will work closely with the company’s experienced financial leadership team, including Dave Schwantes, Vice President of Finance - Investor Relations and FP&A. Krusmark started with Sleep Number in 2005 and held several financial leadership roles supporting operations, sales, real estate, marketing, and product innovation. He then transitioned to Vice President of Sales Operations, Field Services and Training in 2015. In 2020, he was promoted to Senior Vice President and Chief Human Resources Officer. Prior to joining Sleep Number, Krusmark served in the assurance and advisory practices as a Certified Public Accountant with EY and Arthur Andersen. Sleep Number has retained Korn Ferry, a leading executive search firm, to conduct a search for a permanent CFO.

“On behalf of the Board and our team, I’d like to thank David for his many contributions to Sleep Number,” said Shelly Ibach, Chair, President and CEO, Sleep Number. “He has played a significant role in strengthening our competitive advantages, progressing our capital deployment, and delivering value to stakeholders. We are grateful for his dedication and wish him well in his next endeavors.”

Based on preliminary financial results, the company estimates FY2022 net sales of $2,114* million and earnings per diluted share of $1.60. These results are based on the company’s current estimate of its results for the year ended December 31, 2022, and remain subject to change based on the completion of closing and audit procedures.

*Updated to reflect estimated net sales of $2,114 million based on preliminary financial results versus the previously reported $2,037 million

Exhibit 99.1

Sleep Number will release its FY2022 financial results after market close on Wednesday, February 22, 2023. Management will host its regularly scheduled conference call to discuss the company’s results at 5 p.m. EST (4 p.m. CST; 2 p.m. PST). To access the webcast, please visit the investor relations area of the Sleep Number website at https://ir.sleepnumber.com. The webcast replay will remain available for approximately 60 days.

# # #

About Sleep Number Corporation

Sleep Number is a leader in sleep and wellness technology. Our 360® smart bed platform connects the physical and digital worlds, creating an immersive, adaptive, and individualized sleep health experience. Quality sleep is vital for physical, mental, and emotional wellbeing; our smart beds deliver exceptional sleep by automatically sensing and effortlessly adjusting to the needs of each sleeper. Through partnerships with the world’s leading health and research institutions, we are advancing sleep science with our 18 billion hours of highly accurate, longitudinal sleep data from millions of sleepers in our Smart Sleeper(SM) community.

Sleep Number is a company with purpose, with over 5,000 mission-driven team members who are dedicated to improving the health and wellbeing of society through higher quality sleep. We have improved more than 14 million lives and are committed to lifelong relationships with our smart sleepers.

For life-changing sleep, visit SleepNumber.com or one of our almost 675 Sleep Number® stores. More information is available on our newsroom and investor relations sites.

Forward-looking Statements

Statements used in this news release relating to future plans, events or performance, such as statements about future leadership transitions and the company’s expectations for full-year 2022 diluted EPS and net sales, are forward-looking statements subject to certain risks and uncertainties. Additional information concerning these, and other risks and uncertainties, is contained in the company’s filings with the Securities and Exchange Commission (SEC), including the Annual Report on Form 10-K, and other periodic reports filed with the SEC. The company has no obligation to publicly update or revise any of the forward-looking statements in this news release.

Media Contact

Julie Elepano

Sleep Number Public Relations

Julie.Elepano@sleepnumber.com

Investor Contact

Dave Schwantes

Sleep Number Investor Relations

Dave.Schwantes@sleepnumber.com