DEF: Leggett & Platt Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

Leggett & Platt will hold its annual shareholder meeting virtually on May 7, 2025, to vote on director elections, auditor ratification, executive compensation, and an amendment to the Flexible Stock Plan.

Summary

• Leggett & Platt will hold its annual meeting of shareholders on May 7, 2025, in a virtual format.
• Shareholders of record as of March 5, 2025, are entitled to vote.
• The meeting will address the election of eight directors, ratification of PricewaterhouseCoopers LLP as the independent auditor, an advisory vote on executive compensation, and approval of the amendment and restatement of the Company's Flexible Stock Plan.
• Advance registration is required to attend the virtual meeting, with a deadline of 5:00 p.m. Central Time on May 6, 2025.
• The company's proxy materials were first sent to shareholders on March 26, 2025.
• Two directors, Mark A. Blinn and Manuel A. Fernandez, will retire from the Board effective immediately prior to the beginning of the Annual Meeting.

Sentiment

Score: 5

Explanation: The document is largely factual and descriptive, with some negative performance indicators offset by positive governance practices. The sentiment is neutral overall.

Positives

• The company emphasizes pay-for-performance, with a significant majority of NEO compensation being at-risk variable compensation.
• Variable compensation is based on multiple performance metrics to encourage balanced incentives.
• The company has incentive award caps and benchmarking practices.
• NEOs are subject to robust stock ownership requirements, confidentiality, and non-competition agreements.
• The company has clawback provisions for recoupment of excess compensation.
• Awards under the Flexible Stock Plan are subject to a mandatory one-year minimum vesting period.
• The Board has adopted a policy to hold an advisory vote to approve the company's executive compensation on an annual basis.
• The company does not permit hedging or pledging activities with respect to Leggett shares.
• The company has a long-standing commitment to sound corporate governance principles and practices.
• The company has an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of the company's securities by directors, officers and employees.

Negatives

• The company's cumulative TSR from 2022 to 2024 was -69.2%, which placed it in the 2nd percentile of its peer group.
• The company's -22.3% EBIT CAGR over the three-year performance period was below the 2% payout threshold.
• The company's adjusted EBITDA was $402.2 million (versus a target of $441.0 million, which was below the payout threshold and resulted in a 0% payout) for 2024.
• The company's overhang as of March 7, 2025, was 2.9%.

Risks

• The company's performance is subject to market conditions and economic factors.
• The company faces cybersecurity threats and incidents.
• The company's compensation policies and practices could create risks or misalignments.
• The company's ability to attract, retain and reward the caliber of employees necessary to achieve superior performance is dependent on the approval of the 2025 Restatement.

Future Outlook

The company's long-term focus emphasizes sustained, profitable growth and shareholder alignment.

Industry Context

The document benchmarks Leggett & Platt against a peer group of manufacturing companies to assess executive compensation competitiveness.

Comparison to Industry Standards

• The document compares Leggett & Platt's executive compensation practices to those of a peer group of 16 publicly traded manufacturing companies, including A. O. Smith Corporation, American Axle & Manufacturing Holdings, Inc., Carlisle Companies Incorporated, Dana Incorporated, Dover Corporation, Fortune Brands Innovations, Inc., Lennox International Inc., Masco Corporation, MillerKnoll, Inc., Mohawk Industries, Owens Corning, Pentair plc, Snap-on Incorporated, Steelcase Inc., Somnigroup International Inc. (formerly Tempur Sealy International, Inc.), and The Timken Company.
• The company also uses broad-based compensation surveys published by Willis Towers Watson and Aon Hewitt to develop a balanced picture of the compensation market.

Management Changes

Corporate Governance

Related Party Transactions

• Ashley Hiatt, Staff VPBusiness Accounting Support, the sister-in-law of Benjamin M. Burns, Executive VP and Chief Financial Officer, had total 2024 compensation of $205,154.

Stakeholder Impact

• The proposals being voted on will impact shareholders, executives, and employees.
• The election of directors will determine the composition of the Board.
• The ratification of the auditor will ensure the integrity of the company's financial statements.
• The advisory vote on executive compensation will provide feedback on the company's pay practices.
• The amendment of the Flexible Stock Plan will affect the company's ability to attract and retain talent.

Next Steps

• Shareholders are encouraged to review the proxy materials and vote on the proposals.
• Shareholders must register in advance to attend the virtual annual meeting.
• The Board of Directors will consider the outcome of the advisory vote on executive compensation when making future decisions.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, board of directors, stock plan, director election, PricewaterhouseCoopers, shareholders, governance, Leggett & Platt