Somnigroup (NYSE: SGI) investors approve doubling authorized common stock

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Somnigroup International Inc. reported that stockholders approved an amendment to its Amended and Restated Certificate of Incorporation to increase authorized common stock from 500,000,000 to 1,000,000,000 shares, keeping authorized preferred stock at 10,000,000 shares for a total of 1,010,000,000 authorized shares.

At the 2026 Annual Meeting, held on May 13, 2026, stockholders elected all director nominees, ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, and approved on an advisory basis the compensation of named executive officers.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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

Authorized common stock (new): 1,000,000,000 shares Authorized common stock (prior): 500,000,000 shares Authorized preferred stock: 10,000,000 shares +5 more

8 metrics

Authorized common stock (new) 1,000,000,000 shares Amended Certificate of Incorporation approved May 13, 2026

Authorized common stock (prior) 500,000,000 shares Before 2026 stockholder-approved amendment

Authorized preferred stock 10,000,000 shares Unchanged in amended Certificate of Incorporation

Total authorized capital 1,010,000,000 shares All classes after amendment

Shares outstanding at record date 210,340,624 shares Common stock outstanding as of record date for 2026 meeting

Shares represented at meeting 200,306,293 shares Common stock represented at 2026 Annual Meeting

Votes for share increase 123,028,490 votes Proposal to increase authorized common shares to 1 billion

Votes for auditor ratification 198,034,015 votes Ratification of Ernst & Young LLP for year ending December 31, 2026

Key Terms

Amended and Restated Certificate of Incorporation, authorized shares, Emerging growth company, broker non-votes, +1 more

5 terms

Amended and Restated Certificate of Incorporation regulatory

"approved an amendment to 'ARTICLE IV Capital Stock’ of the Company's Amended and Restated Certificate of Incorporation"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

authorized shares financial

"to increase the number of authorized shares of common stock of the Company from 500,000,000 to 1,000,000,000 shares"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes CHRISTOPHER T. COOK | 192,885,142 | 59,934 | 196,846 | 7,164,371"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote regulatory

"approved, on an advisory basis, the Compensation of the Company's Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Understanding 8-K Material Events →

05/15/2026 - 04:07 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 13, 2026

SOMNIGROUP INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)


Delaware	001-31922	33-1022198
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Crescent Ct. Suite 700

Dallas, Texas 75201

(Address of principal executive offices) (Zip Code)

(800) 878-8889

(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:


			☐			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 exchange on which registered
Common Stock, $0.01 par value	SGI	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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As discussed in Item 5.07 below, on May 13, 2026, at the 2026 Annual Meeting of Stockholders of Somnigroup International Inc. (the "Company"), the Company's stockholders approved an amendment to 'ARTICLE IV Capital Stock’ of the Company's Amended and Restated Certificate of Incorporation, as amended (as so amended, the "Certificate of Incorporation") to increase the number of authorized shares of common stock of the Company from 500,000,000 to 1,000,000,000 shares. The authorized preferred stock remains 10,000,000 shares. This increased the aggregate number of shares of all classes of stock that the Company may issue to 1,010,000,000 shares.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Fourth Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, which was filed with the Secretary of State of the State of Delaware on May 14, 2026, and is attached hereto as Exhibit 3.1 and incorporated herein by reference.

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


(a)			The Company's Annual Meeting of Stockholders was held on May 13, 2026.
(b)			Of the 210,340,624 shares of the Company’s common stock outstanding as of the record date, 200,306,293 shares were represented at the Annual Meeting.
(c)			The name of each director elected at the meeting and a brief description of each other matter voted upon at the meeting is set forth below.
The stockholders (1) elected all of the Company's nominees for director; (2) ratified the appointment of Ernst and Young LLP as the Company's independent auditor for the year ending December 31, 2026; (3) approved, on an advisory basis, the Compensation of the Company's Named Executive Officers; and (4) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 500 million to 1 billion. The tabulation of votes for each proposal is as follows:

(1) Election of Directors


	For	Against	Abstain	Broker Non-Votes
CHRISTOPHER T. COOK	192,885,142	59,934	196,846	7,164,371
EVELYN S. DILSAVER	191,475,050	1,624,149	42,723	7,164,371
SIMON JOHN DYER	192,571,660	502,110	68,152	7,164,371
CATHY R. GATES	172,918,971	20,182,660	40,291	7,164,371
MEREDITH SIEGFRIED MADDEN	174,093,643	18,986,997	61,282	7,164,371
RICHARD W. NEU	172,187,006	20,889,183	65,733	7,164,371
PETER R. SACHSE	192,879,995	216,371	45,556	7,164,371
SCOTT L. THOMPSON	191,703,187	1,379,224	59,511	7,164,371

(2) Ratification of Independent Auditors

For

Against

Abstain

Broker Non-Votes

198,034,015

2,230,000

42,278

N/A

(3) Advisory Vote to Approve the Compensation of Named Executive Officers as described in the Company's 2026 Proxy Statement


For	Against	Abstain	Broker Non-Votes
112,110,823	80,875,933	155,166	7,164,371

(4) Amendment of the Company's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 500 Million to 1 Billion

For

Against

Abstain

Broker Non-Votes

123,028,490

76,869,794

408,009

N/A

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
3.1						Fourth Certificate of Amendment to the Amended and Restated Certificate of Incorporation.
104						Cover page interactive data file (embedded within the Inline XBRL document).

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.

Date: May 15, 2026


			Somnigroup International Inc.

			By:			/s/ Bhaskar Rao
			Name:			Bhaskar Rao
			Title:			Executive Vice President & Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What charter change did Somnigroup (SGI) stockholders approve?

Stockholders approved increasing authorized common stock from 500,000,000 to 1,000,000,000 shares. Authorized preferred stock remains 10,000,000 shares, bringing total authorized capital to 1,010,000,000 shares across all classes.

How many Somnigroup (SGI) shares were outstanding and represented at the 2026 meeting?

There were 210,340,624 common shares outstanding as of the record date. Of these, 200,306,293 shares were represented at the 2026 Annual Meeting, indicating a high participation level in the voting process.

Were all Somnigroup (SGI) director nominees elected at the 2026 meeting?

All company nominees for director were elected. Each director, including Christopher T. Cook and Scott L. Thompson, received a majority of votes cast "For" compared with votes "Against" and abstentions, plus broker non-votes.

Did Somnigroup (SGI) stockholders approve the auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, with 198,034,015 votes "For," 2,230,000 votes "Against," and 42,278 abstentions recorded.

How did Somnigroup (SGI) investors vote on executive compensation?

On an advisory basis, 112,110,823 votes supported the compensation of named executive officers. There were 80,875,933 votes "Against" and 155,166 abstentions, with 7,164,371 broker non-votes recorded on this proposal.

What were the vote results on increasing Somnigroup (SGI) authorized common stock?

The amendment to increase authorized common stock to 1,000,000,000 shares received 123,028,490 votes "For," 76,869,794 votes "Against," and 408,009 abstentions. No broker non-votes were reported for this proposal.

Filing Exhibits & Attachments

4 documents