Leggett & Platt (NYSE: LEG) shareholders back stock plan and auditor, CEO ends jet agreement

Rhea-AI Filing Summary

Leggett & Platt reported several governance and compensation updates. CEO Karl G. Glassman gave notice to terminate his Aircraft Time Sharing Agreement with the company’s subsidiary, effective May 30, 2026, ending his ability to lease company aircraft for personal travel on a reimbursed-cost basis.

Shareholders approved an amended and restated Flexible Stock Plan at the May 21, 2026 annual meeting. The plan runs for 10 years through 2036 and allows a range of stock-based and cash awards for executives, directors and key employees, including the named executive officers. All eight director nominees were elected, PricewaterhouseCoopers LLP was ratified as auditor for the fiscal year ending December 31, 2026, executive compensation received majority support, and the stock plan amendment also passed.

8-K Event Classification

4 items: 1.02, 5.02, 5.07, 9.01

4 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aircraft agreement termination date: May 30, 2026 Flexible Stock Plan term: 10 years Plan expiry year: 2036 +5 more

8 metrics

Aircraft agreement termination date May 30, 2026 Effective termination of CEO Aircraft Time Sharing Agreement

Flexible Stock Plan term 10 years Plan expiring in 2036

Plan expiry year 2036 End of term for Flexible Stock Plan

Auditor ratification for votes 115,178,397 Votes for PricewaterhouseCoopers LLP ratification

Auditor ratification against votes 2,605,282 Votes against PricewaterhouseCoopers LLP ratification

Say-on-Pay for votes 94,779,810 Advisory approval of executive compensation

Stock Plan amendment for votes 96,541,944 Approval of amended Flexible Stock Plan

Broker non-votes on proposals 17,351,084 Broker non-votes on shareholder proposals three and four

Key Terms

Aircraft Time Sharing Agreement, Flexible Stock Plan, stock appreciation rights, Say-on-Pay, +2 more

6 terms

Aircraft Time Sharing Agreement regulatory

"notice of termination of the Aircraft Time Sharing Agreement (the “Agreement”)"

Flexible Stock Plan financial

"The amendment and restatement of the Company’s Flexible Stock Plan (the “Plan”) was approved"

stock appreciation rights financial

"including stock options, stock appreciation rights, restricted stock, stock units"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

Say-on-Pay regulatory

"commonly known as “Say-on-Pay”) was approved with the following vote"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-vote regulatory

"FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE"

independent registered public accounting firm regulatory

"selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

LEGGETT & PLATT INC false 0000058492 0000058492 2026-05-20 2026-05-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 20, 2026

LEGGETT & PLATT, INCORPORATED

(Exact name of registrant as specified in its charter)

Missouri		001-07845		44-0324630
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Leggett Road,
Carthage, MO		64836
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 417-358-8131

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 Symbol		Name of each exchange on which registered
Common Stock, $.01 par value		LEG		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 1.02 Termination of a Material Definitive Agreement.

On May 20, 2026, Karl G. Glassman, the Company’s President and Chief Executive Officer, delivered a notice of termination of the Aircraft Time Sharing Agreement (the “Agreement”) previously entered into between the Company’s wholly-owned subsidiary, L&P Transportation LLC, and Mr. Glassman. The termination will be effective May 30, 2026, in accordance with the terms of the Agreement. The Agreement was dated May 20, 2024, and was filed May 21, 2024 as Exhibit 10.3 to the Company’s Form 8-K. The Agreement provided that Mr. Glassman could lease certain Company aircraft (now expected to be sold) with flight crew on a non-exclusive basis for personal travel for him and his guests subject to Mr. Glassman reimbursing the Company for the aggregate incremental cost of such flights, including the costs of any “deadhead” flights necessitated by such personal use.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The amendment and restatement of the Company’s Flexible Stock Plan (the “Plan”) was approved by shareholders at the Annual Meeting of Shareholders held May 21, 2026. The Plan provides for the award of stock-based and other benefits (including stock options, stock appreciation rights, restricted stock, stock units, cash and equity performance awards, other stock-based awards and other awards) to attract and retain valuable employees, directors and other key individuals, align the interests of participants with those of shareholders, and reward outstanding performance. The Plan has a term of 10 years expiring in 2036.

Our named executive officers, Karl G. Glassman (President & CEO), Benjamin M. Burns (Executive Vice President & CFO), J. Tyson Hagale (Executive Vice President, President – Bedding Products), R. Samuel Smith, Jr. (Executive Vice President, President – Specialized Products and Furniture, Flooring & Textile Products) and Jennifer J. Davis (Executive Vice President & General Counsel) along with our non-employee directors and other key employees, are eligible to receive awards under the Plan. The material terms and conditions of the Plan and the amendments adopted by the shareholders at the Annual Meeting have been previously reported under “Proposal Four: Approval of the Amendment and Restatement of the Flexible Stock Plan” in the Company’s Proxy Statement (beginning on page 22), filed April 7, 2026 (the “Proxy Statement”), and in the Plan document attached as an Appendix to the Proxy Statement. The amendments to the Plan included:

(a) increasing the number of shares available for future grant under the Plan by 4.0 million. After the amendment, as of March 13, 2026, there was a total of approximately 8.2 million shares available for future grant under the Plan (excluding forfeitures of existing awards that again become available for issuance under the Plan);

(b) extending the term of the Plan by one year to May 21, 2036;

(c) adding a non-employee director annual compensation limit of $750,000, which includes the grant date fair value of equity awards and cash or other consideration; and

(d) adding a requirement for the CEO to hold for at least one year any net shares received (i.e., shares remaining after payment of taxes) from the exercise of stock options or stock appreciation rights.

2

The above disclosure is only a brief description of the Plan, as amended and restated, and is qualified in its entirety by the description under “Proposal Four: Approval of the Amendment and Restatement of the Flexible Stock Plan” in the Proxy Statement, and the Flexible Stock Plan, attached as an Appendix to the Proxy Statement, each of which is incorporated herein by reference. The Plan, as amended and restated, is incorporated herein by reference as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 21, 2026. In connection with this meeting, proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. Matters voted upon were (i) the election of eight directors; (ii) the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) an advisory vote to approve named executive officer compensation as described in the Company’s Proxy Statement; and (iv) approval of the amendment and restatement of the Company’s Flexible Stock Plan. The number of votes cast for and against, as well as abstentions and broker non-votes, with respect to each matter, as applicable, are set forth below.

1. Proposal One: Election of Directors. All eight nominees for director listed in the Proxy Statement were elected to hold office until the 2027 Annual Meeting of Shareholders, or until their successors are elected and qualified, with the following vote:

DIRECTOR NOMINEE		FOR				AGAINST				ABSTAIN				BROKER NON-VOTE
Angela Barbee			98,172,016				2,349,409				92,644			17,351,084
Robert E. Brunner			93,715,506				6,767,907				130,656			17,351,084
Mary Campbell			98,208,378				2,316,095				89,596			17,351,084
Karl G. Glassman			95,943,472				4,583,084				87,513			17,351,084
Joseph W. McClanathan			88,671,982				11,851,234				90,853			17,351,084
Srikanth Padmanabhan			97,088,244				3,431,088				94,737			17,351,084
Jai Shah			98,204,271				2,313,768				96,030			17,351,084
Phoebe A. Wood			93,146,790				7,363,534				103,745			17,351,084

2. Proposal Two: Ratification of Independent Registered Public Accounting Firm. The ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was approved with the following vote:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
115,178,397		2,605,282		181,474		N/A

3. Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation. The advisory vote to approve the Company’s named executive officer compensation package as described in the “Executive Compensation and Related Matters” section of the Company’s Proxy Statement (commonly known as “Say-on-Pay”) was approved with the following vote:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
94,779,810		5,660,419		173,840		17,351,084

3

4. Proposal Four: Approval of the Amendment and Restatement of the Company’s Flexible Stock Plan. The amendment and restatement of the Company’s Flexible Stock Plan was approved with the following vote:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
96,541,944		3,891,677		180,448		17,351,084

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
10.1*		The Company’s Flexible Stock Plan, amended and restated, effective as of May 21, 2026, filed April 7, 2026 as an Appendix to the Company’s Proxy Statement, is incorporated herein by reference.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

* Denotes management contract or compensatory plan or arrangement.

4

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: May 22, 2026				By:		/s/ JENNIFER J. DAVIS
						Jennifer J. Davis Executive Vice President – General Counsel

5

FAQ

What did Leggett & Platt (LEG) disclose about the CEO aircraft agreement?

Leggett & Platt disclosed that CEO Karl G. Glassman gave notice to terminate his Aircraft Time Sharing Agreement effective May 30, 2026. The prior agreement allowed him to lease certain company aircraft for personal travel while reimbursing the company’s incremental flight costs.

What is Leggett & Platt’s amended Flexible Stock Plan approved in 2026?

The amended Flexible Stock Plan is a 10-year incentive program expiring in 2036 that provides stock-based and other awards. It includes options, stock appreciation rights, restricted stock, stock units, performance awards, and other equity or cash awards for executives, directors and key employees.

Which executives at Leggett & Platt (LEG) are eligible under the Flexible Stock Plan?

Eligible participants include named executive officers Karl G. Glassman, Benjamin M. Burns, J. Tyson Hagale, R. Samuel Smith, Jr., and Jennifer J. Davis. Non-employee directors and other key employees may also receive stock-based and other awards under the plan, aligning them with shareholders.

How did Leggett & Platt (LEG) shareholders vote on executive compensation?

Shareholders approved the advisory Say-on-Pay vote with 94,779,810 votes for, 5,660,419 against, and 173,840 abstentions. There were 17,351,084 broker non-votes. This reflects majority support for the named executive officer compensation package described in the company’s proxy statement.

Was Leggett & Platt’s auditor ratified at the 2026 annual meeting?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Leggett & Platt’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 115,178,397 for, 2,605,282 against, and 181,474 abstentions, with no broker non-votes applicable.

Did Leggett & Platt (LEG) shareholders approve the Flexible Stock Plan amendment?

Shareholders approved the amendment and restatement of the Flexible Stock Plan with 96,541,944 votes for, 3,891,677 against, and 180,448 abstentions, plus 17,351,084 broker non-votes. This vote authorized continued use of the updated equity and incentive compensation framework through 2036.

Filing Exhibits & Attachments

3 documents

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