LEGGETT & PLATT, INCORPORATED Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Retirement of
On
If re-elected to the Board at the annual shareholder meeting,
Exhibit 10.1 is the Company's updated Summary Sheet of Director Compensation.
Approval of 2023 Base Salaries for Named Executive Officers
OnFebruary 22, 2023 , theHuman Resources and Compensation Committee ("HRC Committee") approved the bi-weekly rate for the 2023 base salaries for our principal executive officer, principal financial officer, and other named executive officers. 2022 Annual 2023 Annual Base Salary Base Salary Named Executive Officers Rate Rate J. Mitchell Dolloff, President & CEO$ 1,120,000 $ 1,120,000 Karl G. Glassman1, Executive Chairman$ 750,000 $ 750,000 Jeffrey L. Tate, EVP & CFO$ 618,000 $ 627,000
Steven K. Henderson , EVP, President - Specialized Products and Furniture, Flooring & Textile Products$ 552,000 $ 560,000
1Mr. Glassman will receive a base salary through his anticipated retirement date ofMay 4, 2023 . 2Mr. Hagale is included within this report because he is expected to be a named executive officer in the Company's 2023 Proxy Statement.
Setting of 2023 Target Percentages under the Key Officers Incentive Plan for Named Executive Officers
The named executive officers will be eligible to receive an annual cash
incentive under the 2020 Key Officers Incentive Plan ("KOIP"), which was
filed
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2022 KOIP 2023 KOIP
Target Target
Named Executive Officers Percentage Percentage
J. Mitchell Dolloff, President & CEO 125% 125%
Karl G. Glassman1, Executive Chairman 100% 100%
Jeffrey L. Tate, EVP & CFO 80% 80%
J. Tyson Hagale, EVP, President - Bedding Products 80% 80%
Steven K. Henderson, EVP, President - Specialized 80% 80%
Products and Furniture, Flooring & Textile Products
Scott S. Douglas, SVP - General Counsel & Secretary 70% 70%
1
Attached and incorporated herein by reference as Exhibit 10.2 is the Company's updated Summary Sheet of Executive Cash Compensation.
Setting of Long-Term Incentive Award Multiples for Named Executive Officers
Each year equity-based long-term incentive ("LTI") awards are granted to our
named executive officers and other executives of the Company. Each named
executive officer has an LTI award multiple (approved by the HRC Committee),
which, except as noted below, is expected to be allocated between performance
stock units ("PSUs") and restricted stock units ("RSUs"). The number of PSUs and
RSUs to be granted to each executive is expected to be determined by multiplying
the executive's 2023 annual base salary by the executive's respective LTI award
multiple and dividing this amount by the average closing price of the Company's
common stock for the 10 trading days following the 2022 fourth quarter earnings
release. Below are the 2022 LTI award multiples, and the 2023 LTI award
multiples set by the
2022 LTI 2023 LTI
Named Executive Officers Multiple Multiple
J. Mitchell Dolloff, President & CEO 400% 460%
Karl G. Glassman1, Executive Chairman 200% 84%
Jeffrey L. Tate, EVP & CFO 250% 250%
J. Tyson Hagale , EVP, President - Bedding
Products 200% 200%
Steven K. Henderson2, EVP, President -
Specialized Products and Furniture, Flooring &
Textile Products 200% 200%
Scott S. Douglas , SVP - General Counsel &
Secretary 175% 175%
1 Mr. Glassman's 2022 LTI award consisted of 100% RSUs. His 2023 LTI award
multiple was prorated in anticipation of his May 4, 2023 retirement date. His
2023 LTI award is expected to consist of 100% RSUs.
2 In addition to the RSUs awarded pursuant to the LTI award multiples disclosed
above, Mr. Henderson receives 4,000 RSUs annually in connection with his
Agreement with the Company, dated November 4, 2019, which was filed
February 24, 2021 as Exhibit 10.4 to the Company's Form 8-K.
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Entry into Severance Benefit Agreement
On
In general, a Change in Control is deemed to occur when (i) a shareholder becomes the beneficial owner of 40% or more of our common stock, (ii) the current directors, as of the date of the agreement, or their successors no longer constitute a majority of the Board of Directors, (iii) after a merger or consolidation with another corporation, less than 65% of the voting securities of the surviving corporation are owned by our former shareholders, (iv) the Company liquidates, sells or otherwise transfers substantially all of its assets to an unrelated third party, or (v) the Company enters into an agreement, including a letter of intent, which contemplates a Change in Control (as described above), or the Company or a person makes a public announcement of an intention to take actions which, if consummated, would result in a Change in Control (as described above).
The payments and benefits under the Severance Agreement are subject to a "double trigger"; that is, they become due only after both (i) a Change in Control of the Company and (ii) the executive officer's employment is terminated by the Company (except for "cause" or upon disability) or the executive officer terminates his employment for "good reason."
In general, the executive officer would have "good reason" to terminate his employment if he were required to relocate or experienced a reduction in job responsibilities, title, compensation or benefits, or if the successor company did not assume the obligations of the Severance Agreement. The Company may cure the "good reason" for termination within 30 days of receiving notice from the executive.
Events considered grounds for termination by the Company for "cause" under the Severance Agreement generally include the executive's (i) conviction of a felony or any crime involving property of the Company, (ii) willful breach of the Company's Code of Business Conduct or Financial Code of Ethics that causes significant injury to the Company, (iii) willful act or omission involving fraud, misappropriation or dishonesty that causes significant injury to the Company or results in material enrichment to the executive at the Company's . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
(i) to disclose in any shareholder notice provided for the purpose of
properly bringing business before an annual meeting of shareholders,
any interest of the shareholder, any beneficial owner (on whose
behalf the proposal is being made), and their affiliates or
associates (or others acting in concert with them) in the outcome of
any threatened or pending litigation or regulatory proceeding
involving the Company;
(ii) to require a shareholder who directly or indirectly solicits proxies
from other shareholders to use a proxy card color other than white,
which shall be reserved for exclusive use by the Company's Board of
Directors;
(iii) to disclose in any shareholder notice provided for the purpose of
nominating individuals for election to the Board,
(a) all information that would be required to be included in
Schedule 13D filed with the SEC by the shareholder, a
beneficial owner (on whose behalf any nomination is being
made), and their affiliates or associates (or others
acting in concert with them); and
(b) a representation that the shareholder or beneficial owner
intends to deliver a proxy statement and form of proxy to
shareholders of at least 67% of the Company's common
stock; and
(iv) to require that any shareholder giving notice to nominate
individuals for election to the Board must deliver to the Company,
no later than 5 business days prior to the shareholder meeting,
reasonable evidence that the shareholder has complied with Rule
14a-19 of the Securities Exchange Act of 1934, as amended.
The amendments also clarified that a shareholder may vote at a shareholder meeting by written proxy executed by the shareholder or by the shareholder's duly authorized attorney-in-fact.
The preceding summary is qualified in its entirety by reference to the Bylaws,
as amended through
Exhibit 3.2.1 and Exhibit 3.2.2 , respectively, to this Form 8-K and are incorporated herein by reference.
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