Sleep Number (NASDAQ: SNBR) meeting backs equity plan, key reforms fail
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Sleep Number Corporation reported the results of its 2026 Annual Meeting of Shareholders. Investors approved an amendment to the 2020 Equity Incentive Plan, increasing the shares reserved for issuance by 750,000 shares, and this amendment is filed as Exhibit 10.1.
Shareholders elected three directors, ratified Deloitte & Touche LLP as auditor, and approved the advisory vote on executive compensation. Governance proposals to declassify the Board and eliminate certain supermajority voting requirements received strong support but did not reach the required two-thirds of outstanding shares, so those changes were not adopted.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 5.02, 5.07, 8.01, 9.01
4 items
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 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Equity plan share increase: 750,000 shares
Shares represented at meeting: 17,964,664 shares
Say-on-pay For votes: 10,510,518 votes
+3 more
6 metrics
Equity plan share increase
750,000 shares
Additional shares reserved under 2020 Equity Incentive Plan
Shares represented at meeting
17,964,664 shares
2026 Annual Meeting; 77.96% of outstanding common stock
Say-on-pay For votes
10,510,518 votes
Advisory vote on executive compensation; 704,349 Against, 1,257,129 Abstain
Auditor ratification For votes
17,716,467 votes
Ratification of Deloitte & Touche LLP; 242,738 Against, 5,459 Abstain
Declassify Board For votes
12,107,725 votes
Proposal to declassify Board; required two-thirds of outstanding shares
Equity plan amendment For votes
8,578,821 votes
Amendment No. 2 to 2020 Equity Incentive Plan; 3,624,947 Against, 268,228 Abstain
Key Terms
2020 Equity Incentive Plan, supermajority voting requirement, declassify the Board, broker non-votes, +1 more
5 terms
2020 Equity Incentive Plan financial
"shareholders approved an amendment to the Company's 2020 Equity Incentive Plan"
supermajority voting requirement financial
"to eliminate the supermajority voting requirement in Article XIV related to Directors"
A supermajority voting requirement is a rule that a larger-than-normal share of votes—often two-thirds or three-quarters—must approve certain corporate actions, such as mergers, charter changes, or major asset sales. It matters to investors because it makes it harder for a simple majority to force major changes, protecting long-term plans or blocking hostile takeovers, but it can also entrench management or make beneficial deals harder to complete; think of it as needing extra votes like a jury requiring more than a simple majority to reach a verdict.
declassify the Board financial
"to declassify the Board were not approved, as the affirmative vote of two-thirds"
Declassify the board means changing a company's board of directors from a staggered setup—where only a portion of directors face election each year—to a structure where all directors are elected annually. For investors this matters because it makes the board more directly accountable and responsive, like replacing a multi-year rotating club leadership with yearly elections, and it can speed corporate change or make hostile takeovers easier to pursue.
broker non-votes financial
"For 10,872,873 | 1,599,123 Withheld | 5,492,668 Broker Non-Votes"
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.
forward-looking statements regulatory
"This Item 8.01 contains “forward-looking” statements that are subject to a variety of risks"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 21, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||
(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 | ||||||||||||
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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | ||||
(e) As described below under Item 5.07, at the 2026 Annual Meeting of Shareholders of Sleep Number Corporation (the "Company") held on May 21, 2026 ("2026 Annual Meeting"), the Company’s shareholders approved an amendment to the Company's 2020 Equity Incentive Plan (the “2020 Plan”) to increase the number of shares reserved for issuance thereunder by 750,000 shares, which was previously approved by the Company’s Management Development and Compensation Committee. The 2020 Plan is described in detail under "Proposal 7 - Vote on Proposed Amendment to the Sleep Number Corporation 2020 Equity Incentive Plan” in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 8, 2026.
The foregoing description of the amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | ||||
At the Company's 2026 Annual Meeting, 17,964,664 shares of common stock (constituting 77.96% of the outstanding shares), were represented in person or by proxy. The final results of the shareholder votes regarding each proposal are set forth in the following tables:
Proposal 1. Election of Directors
Phillip M. Eyler, Julie M. Howard and Angel L. Mendez, were each elected by shareholders for three-year terms expiring at the 2029 Annual Meeting of Shareholders, or until their successors are elected and qualified, in accordance with the following voting results:
Nominees | For | Withheld | Broker Non-Votes | ||||||||
| Phillip M. Eyler | 10,872,873 | 1,599,123 | 5,492,668 | ||||||||
| Julie M. Howard | 11,188,374 | 1,283,622 | 5,492,668 | ||||||||
| Angel L. Mendez | 11,498,920 | 973,076 | 5,492,668 | ||||||||
Proposal 2. Approve Amendments to the Company's Articles and Bylaws to Declassify the Board
The amendments to the Company's Third Restated Articles of Incorporation, as amended, ("Articles") and Restated Bylaws ("Bylaws") to declassify the Board were not approved, as the affirmative vote of two-thirds of the shares of common stock outstanding as of the Record Date for the Annual Meeting was required. Votes were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 12,107,725 | 285,333 | 78,938 | 5,492,668 | ||||||||
Proposal 3. Approve an Amendment to the Company's Articles to Eliminate the Supermajority Voting Requirement in Article XIV Related to Directors
The amendment to the Company's Articles to eliminate the supermajority voting requirement in Article XIV related to Directors was not approved, as the affirmative vote of two-thirds of the shares of common stock outstanding as of the Record Date for the Annual Meeting was required. Votes were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 11,752,446 | 620,674 | 98,876 | 5,492,668 | ||||||||
Proposal 4. Approve an Amendment to the Company's Articles to Eliminate the Supermajority Voting Requirements in Article XV Related to Approval of Certain Transactions
The amendment to the Company's Articles to eliminate the supermajority voting requirement in Article XV related to approval of certain transactions was not approved, as the affirmative vote of two-thirds of the shares of common stock outstanding as of the Record Date for the Annual Meeting was required. Votes were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 11,750,016 | 682,175 | 39,805 | 5,492,668 | ||||||||
Proposal 5. Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year ending January 2, 2027, was approved by the affirmative vote of the holders of a majority of shares of common stock represented and entitled to vote in person or by proxy on such action, in accordance with the following voting results:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 17,716,467 | 242,738 | 5,459 | --- | ||||||||
Proposal 6. Advisory Vote on Executive Compensation
The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as outlined in the Company’s proxy statement was approved by the affirmative vote of the holders of a majority of shares of common stock represented and entitled to vote in person or by proxy on such action, in accordance with the following voting results:
For | Against | Abstain | Broker Non-Votes | ||||||||
| 10,510,518 | 704,349 | 1,257,129 | 5,492,668 | ||||||||
Proposal 7. Amendment No. 2 to the Sleep Number Corporation 2020 Equity Incentive Plan
The proposal to approve an amendment to the Sleep Number Corporation 2020 Equity Incentive Plan was approved by the affirmative vote of the holders of a majority of shares of common stock represented and entitled to vote in person or by proxy on such action, in accordance with the following voting results:
For | Against | Abstain | Broker Non-Votes | ||||||||
| 8,578,821 | 3,624,947 | 268,228 | 5,492,668 | ||||||||
| ITEM 8.01 | OTHER EVENTS | ||||
The Board believes that the proposed amendments to the Company's Articles and Bylaws to declassify the Board and eliminate the supermajority voting requirements in the Company's Articles XIV and XV are in the best interests of the Company and its shareholders. The Board was disappointed that these proposals did not get the requisite affirmative vote of two-thirds of the shares of common stock outstanding as of the Record Date at the Company's 2026 Annual Meeting and remains committed to pursing them.
This Item 8.01 contains “forward-looking” statements that are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. The Company assumes no obligation to update any of these forward-looking statements.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | ||||
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 10.1 | Amendment No. 3 to the Sleep Number Corporation 2020 Equity Incentive Plan | |||||||
| 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: May 27, 2026 | By: | /s/ Samuel R. Hellfeld | ||||||||||||
| Name: | Samuel R. Hellfeld | |||||||||||||
| Title: | Executive Vice President and Chief Legal and Risk Officer | |||||||||||||
FAQ
What happened to Sleep Number (SNBR) proposals to remove supermajority voting requirements?
Proposals to amend the Articles to eliminate supermajority requirements in Articles XIV and XV did not pass. Each received majority "For" votes but failed to achieve the required two-thirds of outstanding shares, so the supermajority provisions remain in place.
Was the auditor for Sleep Number (SNBR) ratified for fiscal 2026?
Yes. Shareholders ratified Deloitte & Touche LLP as Sleep Number’s independent registered public accounting firm for the 2026 fiscal year, with 17,716,467 votes For, 242,738 Against, and 5,459 Abstentions, and no broker non-votes reported on this proposal.
What change was made to the Sleep Number (SNBR) 2020 Equity Incentive Plan?
Shareholders approved an amendment to the 2020 Equity Incentive Plan to increase the number of shares reserved for issuance by 750,000 shares. The amendment, identified as Amendment No. 3, is filed as Exhibit 10.1 to the current report.