Leggett & Platt holders back Somnigroup merger
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Rhea-AI Filing Summary
LEGGETT & PLATT INC (LEG) reported that shareholders approved its Agreement and Plan of Merger with Somnigroup International Inc., under which Sparrow Unity Corporation, a wholly owned Somnigroup subsidiary, will merge with Leggett & Platt, leaving Leggett & Platt as a wholly owned Somnigroup subsidiary.
At a special meeting held August 20, 2026, shareholders adopted the Merger Agreement with 102,234,833 votes for, 7,364,123 against, and 148,050 abstentions. As of the July 6, 2026 record date, there were 136,578,715 shares outstanding, and 109,747,006 shares (about 80.35%) were represented, constituting a quorum.
Shareholders also approved, on a non-binding advisory basis, merger-related named executive officer compensation and an adjournment proposal, although adjournment was not needed once the merger was approved. The company states that the merger remains subject to a remaining required regulatory approval and other closing conditions before it can be completed.
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8-K Event Classification
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Merger Agreement regulatory
proxy statement/prospectus regulatory
non-binding, advisory basis financial
forward-looking statements regulatory
Somnigroup Merger Agreement regulatory
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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)
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(IRS Employer Identification No.) |
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(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
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, Leggett & Platt, Incorporated, a Missouri corporation (the “Company”) entered into an Agreement and Plan of Merger, dated April 13, 2026 (the “Merger Agreement”), by and among Somnigroup International Inc., a Delaware corporation (“Parent”), and Sparrow Unity Corporation, a Missouri corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger and as a direct, wholly owned subsidiary of Parent. On August 20, 2026, the Company held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals relating to the Merger Agreement. Such proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 9, 2026.
As of the close of business on July 6, 2026, the record date for the Special Meeting (the “Record Date”), there were 136,578,715 shares of common stock, par value $0.01 per share, of the Company (“Company common stock”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 109,747,006 shares of Company common stock, representing approximately 80.35% of the outstanding shares of Company common stock entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.
The number of votes cast for and against, as well as abstention votes, with respect to each proposal presented at the Special Meeting was as follows:
Proposal No. 1: Approval of the Merger Agreement
The Company’s shareholders approved the proposal to adopt the Merger Agreement and thereby approve the transactions contemplated by the Merger Agreement, including the Merger, as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 102,234,833 | 7,364,123 | 148,050 |
Proposal No. 2: Advisory Vote on Merger-Related Named Executive Officer Compensation
The Company’s shareholders approved, on a non-binding, advisory basis, certain compensation that will or may become payable to the Company’s named executive officers in connection with the Merger as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 100,258,757 | 8,988,480 | 499,769 |
Proposal No. 3: Adjournment of the Special Meeting
The Company’s shareholders approved the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies to adopt the Merger Agreement or to allow reasonable additional time for the filing and mailing of any required supplement or amendment to the proxy statement/prospectus, and the review of such materials by Company shareholders as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 98,103,626 | 10,909,534 | 733,846 |
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However, because Proposal No. 1 to adopt the Merger Agreement was approved and no supplement or amendment to the proxy statement/prospectus was necessary, the adjournment of the Special Meeting was not necessary and, accordingly, the Special Meeting was not adjourned.
| Item 7.01 | Regulation FD Disclosure. |
On August 20, 2026, the Company issued a press release announcing shareholder approval of the Merger Agreement and the transactions contemplated by the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1* | Press Release dated August 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
| * | Denotes furnished herewith. |
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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: August 21, 2026 | By: | /s/ Jennifer J. Davis | ||||
| Jennifer J. Davis | ||||||
| Executive Vice President – General Counsel | ||||||
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Exhibit 99.1
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FOR IMMEDIATE RELEASE: AUGUST 20, 2026
Leggett & Platt Announces Shareholder Approval of Merger with Somnigroup
Carthage, Mo., August 20, 2026 ---
Leggett & Platt today announced that its shareholders voted to approve the merger of the Company with Somnigroup International Inc. (NYSE: SGI). The Merger remains subject to a remaining required regulatory approval and we anticipate that the transaction will close upon satisfaction of the remaining closing conditions.
FORWARD-LOOKING STATEMENTS: This press release contains “forward-looking statements,” identified by words such as “expect,” “anticipate,” “estimate,” “believe,” or by the context in which they appear, including, but not limited to, the anticipated closing of the Somnigroup transaction upon satisfaction of the remaining closing conditions, including required regulatory approvals. Such statements are expressly qualified by cautionary statements described in this provision and reflect only the beliefs, expectations, and assumptions of the Company at the time the statement is made. Because all forward-looking statements deal with the future, they are subject to risks, uncertainties and developments which might cause actual events or results to differ materially from those envisioned or reflected in any forward-looking statement. Moreover, we do not have, and do not undertake, any duty to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement was made, whether as a result of new information, future events or otherwise, except as required by law. Some of these risks include: risks associated with the Agreement and Plan of Merger, dated April 13, 2026 (as may be amended from time to time, the “Somnigroup Merger Agreement”), by and among Somnigroup International Inc. (“Somnigroup”), Sparrow Unity Corporation, a Missouri corporation and a direct, wholly owned subsidiary of Somnigroup (“Merger Sub”) and the Company, pursuant to which, subject to the terms and conditions of the Somnigroup Merger Agreement, Merger Sub will merge with and into the Company (the “Somnigroup Merger”), with the Company surviving the Somnigroup Merger as a direct, wholly owned subsidiary of Somnigroup, including (i) the completion of the Somnigroup Merger is subject to certain conditions that may not be satisfied or waived, including certain governmental and regulatory approvals; (ii) an event, change or other circumstance could give rise to delays in completing the Somnigroup Merger or the termination of the Somnigroup Merger Agreement; (iii) the Company’s business relationships (including with Somnigroup and its affiliates) may be subject to disruption due to uncertainty associated with the Somnigroup Merger; (iv) the diversion of management time from ongoing business operations and opportunities as a result of the Somnigroup Merger; (v) failure to complete the Somnigroup Merger could negatively impact the share price and the future business and financial results of the Company; (vi) litigation against the Company could result in substantial costs, an injunction preventing the completion of the Somnigroup Merger and/or a judgment resulting in the payment of damages; (vii) the Company will incur significant transaction and merger-related costs in connection with the Somnigroup Merger; (viii) the possibility that the expected benefits of the Somnigroup Merger are not realized when expected or at all; and (ix) other risks inherent in the Company’s and Somnigroup’s businesses.
All such factors are difficult to predict, are beyond the Company’s and Somnigroup’s control and are subject to additional risks and uncertainties, including those detailed in Somnigroup’s annual report on Form 10-K for the year ended December 31, 2025 and those detailed in the Company’s annual report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026. These risks, as well as other risks related to the proposed transaction, are included in the Form S-4 and proxy statement/prospectus that Somnigroup and Leggett & Platt filed with the SEC in connection with the proposed transaction. There may be other factors that may cause the Company’s and Somnigroup’s actual results to differ materially from the forward-looking statements. The Company does not undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
FOR MORE INFORMATION: Visit Leggett’s website at www.leggett.com.
COMPANY DESCRIPTION: Leggett & Platt (NYSE: LEG) is a diversified manufacturer that designs and produces a broad variety of engineered components and products that can be found in many homes and automobiles. The 143-year-old Company is a leading supplier of bedding components and solutions; automotive seat comfort and convenience systems; home and work furniture components; geo components; flooring underlayment; and hydraulic cylinders for material handling and heavy construction applications.
CONTACT: Investor Relations, (417) 358-8131 or invest@leggett.com
Ryan M. Kleiboeker, Executive Vice President