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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): November 7, 2023
SLEEP
NUMBER CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation)
000-25121 |
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41-1597886 |
(Commission File Number) |
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(IRS Employer Identification No.) |
1001 Third Avenue South,
Minneapolis, MN 55404
(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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 |
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Trading
Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
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SNBR |
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Nasdaq Global Select Market |
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 7, 2023, Sleep Number Corporation, a Minnesota corporation
(the “Company”), announced its entry into a cooperation agreement (the “Cooperation Agreement”) with Stadium Capital
Management, LLC (together with its affiliates, “Stadium”). The Company and Stadium are each herein referred to as a “party”
and collectively, the “parties.”
Pursuant to the Cooperation Agreement, the
board of directors (the “Board”) of the Company (i) increased the size of the Board to twelve (12) directors and
appointed Hilary Schneider and Stephen Macadam (the “New Directors”) to serve on the Board in the class with a term
expiring at the 2024 annual meeting of shareholders (the “2024 Annual Meeting”), (ii) appointed Stephen Macadam to the
Corporate Governance and Nominating Committee and Hilary Schneider to the Management Development and Compensation Committee, (iii)
agreed to nominate, support and recommend the New Directors for election at the 2024 Annual Meeting, and (iv) agreed that, at the
2024 Annual Meeting, one director of the Board who is not a New Director will not stand for re-election or will retire or
resign.
The Cooperation Agreement further provides, among other things, that:
● |
the Board will form a Capital Allocation and Value Enhancement Committee of the Board (the “Capital Allocation Committee”), which shall be responsible for objectively reviewing the Company's use and investment of capital and making recommendations to the Board, and appoint the New Directors to the Capital Allocation Committee, along with Barbara Matas and Phillip Eyler, with Mr. Macadam and Ms. Matas serving as co-Chairs of the Capital Allocation Committee;
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until the Termination Date (as defined below) and as long as Stadium’s aggregate
net long ownership remains at or above five percent (5%) of the outstanding shares of the Company’s common stock, par value
$0.01 per share (the “Common Stock”), in the event that one of the New Directors is no longer able to serve as a
director of the Company for any reason, Stadium will be entitled to designate a Qualified Candidate (as defined in the Cooperation
Agreement) for the replacement of such New Director, subject to the reasonable approval of and appointment by the Board;
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● |
Stadium will be subject to customary standstill restrictions, including, among others, with respect to acquiring beneficial ownership of more than 12.5% of the shares of Common Stock in the aggregate, proxy solicitation and related matters, extraordinary transactions and other changes, each of the foregoing subject to certain exceptions;
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until the Termination Date, Stadium will vote all shares of Common Stock beneficially owned by it and over which it has direct or indirect voting power in accordance with the Board’s recommendations with respect to (i) the election, removal and/or replacement of directors of the Company and (ii) any other proposal submitted to shareholders, subject to certain exceptions relating to extraordinary transactions, share issuances, and recommendations made by Institutional Shareholder Services, Inc. or Glass Lewis & Co., LLC;
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each party agrees not to disparage or sue the other party, subject to certain exceptions;
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unless otherwise mutually agreed to in writing by each party, the Cooperation Agreement will remain in effect until the date that is thirty (30) days prior to the deadline for delivery of notice under the Company’s Restated Bylaws for the nomination of director candidates for election to the Board at the 2025 annual meeting of shareholders (the “Termination Date”), except that the Cooperation Agreement will immediately terminate upon the announcement of a change of control transaction; and
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● |
the Company will reimburse Stadium for documented out-of-pocket costs, fees and expenses incurred in connection with its proposed nomination of directors and the negotiation and execution of the Cooperation Agreement, provided that such reimbursement will not exceed $400,000.00 in the aggregate. |
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein
by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On November 7, 2023, the Board increased the size of the Board to twelve
(12) directors and appointed Hilary Schneider and Stephen Macadam to the Board in the class with a term expiring at the 2024 Annual Meeting.
Hilary A. Schneider, 62, brings to the Board more than two decades
of experience leading consumer technology companies. She is an accomplished executive with significant digital and innovation expertise
and a track record of delivering superior customer experiences.
Ms. Schneider serves as a strategic advisor to the Board of Directors
of Shutterfly, Inc. (Nasdaq: SFLY), following her tenure as Chief Executive Officer of Shutterfly, Inc. from 2020 until 2023. She also
serves as a senior advisor for TPG Inc. and Water.org, Inc., a non-profit organization.
Prior to joining Shutterfly, Ms. Schneider served as Chief Executive
Officer of Wag! Group Co. (Nasdaq: PET), the country’s largest on-demand mobile dog walking and dog care service, from 2018 to 2019.
Prior to this role, she served as President and Chief Executive Officer of LifeLock, Inc. (formerly NYSE: LOCK), the leader in identity
theft protection, from March 2016 until its acquisition by Symantec Corp. (formerly Nasdaq: SYMC) in February 2017.
She previously served in a variety of senior roles at Yahoo! Inc. from
2006 to 2010, including leading the company’s Global Partner Solutions and Local Markets and Commerce divisions. Prior to joining
Yahoo! Inc., she held senior leadership roles at Knight Ridder, Inc. (formerly NYSE: KRI) from 2002 to 2005, including Chief Executive
Officer of Knight Ridder Digital. From 2000 to 2002, she served as President and Chief Executive Officer of Red Herring Communications.
She also held numerous roles at Times Mirror Company (formerly NYSE: TMS) from 1990 to 2000, including President and Chief Executive Officer
of Times Mirror Interactive and General Manager of the Baltimore Sun.
Ms. Schneider currently serves on the boards of DigitalOcean Holdings
Inc. (NYSE: DOCN), Getty Images Holdings Inc. (NYSE: GETY), and Vail Resorts Inc. (NYSE: MTN). She previously served on the boards of
SendGrid, Inc. (NYSE: SEND) from 2017 to 2019 and LogMeIn Inc. (formerly Nasdaq: LOGM) from 2011 to 2014. Ms. Schneider holds a bachelor’s
degree in economics from Brown University and an MBA from Harvard Business School.
Stephen E. Macadam, 63, brings to the Board extensive leadership and
operations experience growing and transforming businesses in the U.S. and globally. He has more than 30 years of experience advising and
leading businesses in the packaging, building materials, and pulp and paper industries.
From 2008 to 2019, Mr. Macadam served as President and Chief Executive Officer of EnPro Industries, Inc. (NYSE: NPO), a manufacturer and
provider of precision industrial components, solutions, and services. Previously, from 2005 to 2008, Mr. Macadam served as Chief Executive
Officer of BlueLinx Holdings, Inc. (NYSE: BXC), a wholesale distributor of building and industrial products in the United States. Earlier
in his career, Mr. Macadam was President and Chief Executive Officer of Consolidated Container Company LLC, the second largest blow molder
of rigid plastic containers in North America at the time. Earlier, Mr. Macadam served with Georgia-Pacific Corporation where he held the
positions of Executive Vice President, Pulp & Paperboard, and Senior Vice President, Containerboard & Packaging. He also served
as a consultant and then as a Partner at McKinsey & Company.
Mr. Macadam currently serves on the boards of Atmus Filtration Technologies,
Inc. (NYSE: ATMU), Veritiv Corporation (NYSE: VRTV), and Louisiana-Pacific Corporation (NYSE: LPX), and has previously served on the boards
of Axiall Corporation (NYSE: AXLL), EnPro Industries, Inc., and Valvoline Inc. (NYSE: VVV). Mr. Macadam holds a bachelor’s degree
in Mechanical Engineering from the University of Kentucky, a master’s degree in Finance from Boston College, and an MBA from Harvard
Business School, where he was a Baker Scholar.
Except for the Cooperation Agreement, there is no arrangement or understanding
between the Company and either of Ms. Schneider or Mr. Macadam pursuant to which either of them was appointed to the Board, and there
have been no related party transactions between the Company and either of them that would be reportable under Item 404(a) of Regulation
S-K. Ms. Schneider and Mr. Macadam will receive compensation consistent with the Company’s compensation program for non-employee
directors, as described in the Company’s latest proxy statement, filed with the U.S. Securities and Exchange Commission on March
30, 2023.
The disclosure set forth in Item 1.01 above is hereby incorporated
herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE.
A copy of the press release announcing the Company’s entry into
the Cooperation Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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.
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SLEEP NUMBER CORPORATION |
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(Registrant) |
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Dated: November 7, 2023 |
By: |
/s/ Samuel
R. Hellfeld |
|
Name: | Samuel R. Hellfeld |
|
Title: |
Executive Vice President and Chief Legal and Risk Officer |
4
Exhibit 10.1
EXECUTION VERSION
COOPERATION AGREEMENT
This COOPERATION AGREEMENT
(this “Agreement”) is made and entered into as of November 7, 2023, by and between Sleep Number Corporation (the “Company”)
and Stadium Capital Management, LLC (collectively with its Affiliates, “Stadium”). The Company and Stadium are each
herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein and
not otherwise defined have the meanings ascribed to them in Section 14 below.
WHEREAS, on August
25, 2023, Stadium filed a Schedule 13D with the Securities and Exchange Commission disclosing its intent to engage in discussions with
the Board of Directors (the “Board”) and management of the Company regarding the composition of the Board and opportunities
to enhance shareholder value; and
WHEREAS, the Company
and Stadium have determined to come to an agreement with respect to the composition of the Board and certain other matters, as provided
in this Agreement.
NOW THEREFORE, in consideration
of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
1. Board
Composition and Related Matters.
(a) Simultaneously
with the execution of this Agreement, the Board shall take all necessary actions to increase the size of the Board to twelve (12) directors
and appoint Hilary Schneider and Stephen Macadam (the “New Directors”) to the Board as members of the Board in the class with
a term expiring at the 2024 annual meeting of shareholders (the “2024 Annual Meeting”) or until their earlier death,
disability, resignation, disqualification, or removal. At the 2024 Annual Meeting, the Board shall recommend, support, and solicit proxies
for the election of the New Directors in a manner no less rigorous and favorable than the manner in which the Company recommends, supports,
and solicits proxies for the election of its other nominees.
(b) At
the 2024 Annual Meeting, at least one of the directors of the Board, who is not a New Director, shall not stand for re-election or shall
retire or resign from the Board (to the extent that such director’s term does not expire at the 2024 Annual Meeting).
(c) Until
the Termination Date (as defined below) and as long as Stadium’s Net Long Position remains at or above five percent (5%) of the
outstanding shares of the Company’s Common Stock, in the event that one of the New Directors is no longer able to serve as a director
of the Company for any reason, Stadium shall be entitled to designate a Qualified Candidate for the replacement of such New Director (such
replacement, a “Replacement Director”). Any candidate for Replacement Director shall be subject to the reasonable approval
of the Board, which approval shall occur as soon as practicable following Stadium proposing a director and shall not be unreasonably withheld,
conditioned or delayed, and such Replacement Director shall be appointed to the Board within five (5) Business Days after the Board has
approved of such candidate. In the event the Board determines in good faith not to approve any Replacement Director proposed by Stadium,
Stadium shall have the right to propose additional Replacement Directors in accordance with this Section 1(c) until a Replacement
Director is appointed to the Board. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees
of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the
replaced director was a member immediately prior to such director’s departure or, if the Board or the applicable committee of the
Board determines that the Replacement Director does not satisfy the requirements of applicable law or any stock exchange on which the
Company is traded with respect to service on the applicable committee (which determination shall be made reasonably and in good faith),
to an alternative committee of the Board. A Replacement Director who is appointed to the Board shall be considered a New Director for
purposes of this Agreement. As used in this Agreement, “Qualified Candidate” means an individual who (i) qualifies
as an “independent director” under the applicable rules of the SEC, the rules of any stock exchange on which the Company is
traded and the applicable governance policies of the Company, (ii) is not a current or former principal, Affiliate or controlled Associate
of Stadium, (iii) serves on no more than a total of three (3) other public company boards of directors, and (iv) meets all other qualifications
required for service as a director set forth in the Company’s Third Restated Articles of Incorporation (as amended from time to
time, the “Charter”), Restated Bylaws ( as amended from time to time, the “Bylaws”), committee charters,
corporate governance principles, and any similar documents applicable to directors (collectively, the “Governance Documents”).
(d) Effective
as of the date hereof and at least until the Termination Date, the Board shall take all actions necessary to form a Capital Allocation
and Value Enhancement Committee of the Board (the “Capital Allocation Committee”), which shall be responsible for objectively
reviewing the Company’s use and investment of capital, as well as related disclosures, and making recommendations to the Board with
respect thereto. The Capital Allocation Committee shall have the authority to retain independent advisors and prepare a charter for the
Capital Allocation Committee (the “Capital Allocation Committee Charter”), subject to reasonable approval of the Board
by December 31, 2023. The Board shall take all necessary actions to (i) appoint to the Capital Allocation Committee (A) the New Directors
and (B) Barbara Matas and Phillip Eyler and (ii) appoint Mr. Macadam and Ms. Matas as co-Chairs of the Capital Allocation Committee.
(e) Until
the Termination Date, Stadium shall have the right to meet with the Capital Allocation Committee once in each fiscal quarter upon written
request; provided that Stadium shall provide the Capital Allocation Committee with an agenda and presentation materials for each
such meeting at least five (5) Business Days in advance of such meeting.
(f) Upon
the New Directors’ appointment to the Board and until the Termination Date, the Board shall take all necessary actions to appoint
Mr. Macadam to the Corporate Governance and Nominating Committee of the Board and Ms. Schneider to the Management Development and Compensation
of the Board. Additional committee appointments for the New Directors, if any, shall be determined by the Board in good faith, in accordance
with the Board’s customary governance processes, and the Board shall give each of the New Directors the same due consideration for
committee membership as any other independent director with similar expertise and qualifications.
(g) The
Company agrees that each New Director shall receive (i) the same benefits of director and officer insurance as all other non-management
directors on the Board, (ii) the same compensation for his or her service as a director as the compensation received by other non-management
directors on the Board, and (iii) such other benefits on the same basis as all other non-management directors on the Board.
(h) Stadium
acknowledges and agrees that each New Director shall be governed by (i) all applicable laws and regulations, and (ii) all of the same
policies, processes, procedures, codes, rules, standards and guidelines applicable to members of the Board, and shall, for the avoidance
of doubt, be required to strictly adhere to the policies on confidentiality, insider trading and conflicts of interest imposed on all
members of the Board, including with respect to discussions, matters or materials considered in meetings of the Board or Board committees.
Moreover, consistent with his or her fiduciary duties as a director of the Company, each New Director shall consider in good faith, to
the same extent as any other director of the Company, recusal from any Board or committee meeting in the event there is any other actual
or potential conflict of interest between Stadium and such New Director, on the one hand, and the Company, on the other hand.
2. Voting
Commitment. Until the Termination Date, Stadium shall, or shall cause
its Representatives to, (a) appear in person or by proxy at each Shareholder Meeting
and (b) vote, or deliver consents or consent revocations with respect
to, all shares of Common Stock beneficially owned by Stadium in accordance with the Board’s recommendations with respect to all
proposals submitted to shareholders at such Shareholder Meeting, in each
case as the Board’s recommendation is set forth in the definitive proxy statement, consent solicitation statement, or revocation
solicitation statement filed by the Company in respect of such Shareholder Meeting; provided, however, that in the event
that Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”)
publish voting recommendations that differ from the Board’s recommendation with respect to any proposals (other than a proposal
with respect to director elections or removal), Stadium shall be permitted to vote, or deliver consents or consent revocations with respect
to any shares beneficially owned by Stadium in accordance with such ISS or Glass Lewis recommendation; provided, further, that
Stadium shall be permitted to vote in its sole discretion with respect to any Extraordinary Transaction, or any proposed issuance of shares
by the Company. Stadium shall take all actions necessary (including by
calling back loaned out shares) to ensure that Stadium has voting power for each share beneficially owned by it on the record date for
each Shareholder Meeting.
3. Standstill.
Prior to the Termination Date, except as otherwise provided in this Agreement, without the prior written consent of the Board, Stadium
shall not, and shall cause its Affiliates not to, directly or indirectly:
(a) acquire,
offer or seek to acquire, agree to acquire, or acquire rights to acquire (except by way of stock dividends or other distributions or offerings
made available to holders of voting securities of the Company generally on a pro rata basis or pursuant to an Extraordinary Transaction
approved by the Board), whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining
a group, through swap or hedging transactions or otherwise, any voting securities of the Company (other than through a broad-based market
basket or index) or any voting rights decoupled from the underlying voting securities that would result in Stadium and its Affiliates
owning, controlling or otherwise having any beneficial or other ownership interest of, in the aggregate, more than 12.5% of the shares
of Common Stock outstanding at such time (the “Maximum Ownership Cap”);
(b) sell,
assign, or otherwise transfer or dispose of shares of Common Stock, or any rights decoupled from such shares, beneficially owned by them,
other than in open market sale transactions where the identity of the purchaser is not known and in underwritten widely-dispersed public
offerings, to any Third Party that, to Stadium’s knowledge (after reasonable due inquiry in connection with a private, non-open
market transaction, it being understood that such knowledge shall be deemed to exist with respect to any publicly available information,
including information in documents filed with the SEC), would result in such Third Party, together with its Affiliates and controlled
Associates, owning, controlling or otherwise having any beneficial or other ownership interest of, in the aggregate, more than 4.9% of
the shares of Common Stock outstanding at such time or would increase the beneficial ownership interest of any Third Party who, together
with its Affiliates and controlled Associates, has a beneficial or other ownership interest of, in the aggregate, more than 4.9% of the
shares of Common Stock outstanding at such time;
(c) (i) nominate,
recommend for nomination or give notice of an intent to nominate or recommend for nomination a person for election at any Shareholder
Meeting at which the Company’s directors are to be elected; (ii) knowingly initiate, encourage or participate in any solicitation
of proxies, consents or consent revocations in respect of any election contest or removal contest with respect to the Company’s
directors; (iii) submit, initiate, make or be a proponent of any shareholder proposal for consideration at, or bring any other business
before, any Shareholder Meeting; (iv) knowingly initiate, encourage or participate in any solicitation of proxies, consents or consent
revocations in respect of any shareholder proposal for consideration at, or other business brought before, any Shareholder Meeting; or
(v) knowingly initiate, encourage or participate in any “withhold” or similar campaign with respect to any proposal for
consideration at, or other business brought before, any Shareholder Meeting; or (vi) call or seek to call, or request the call of, or
initiate a consent solicitation or consent revocation solicitation with respect to, alone or in concert with others, any Shareholder Meeting,
whether or not such a Shareholder Meeting is permitted by the Charter or Bylaws, including any “town hall” meeting;
(d) form,
join or in any way participate in or with any group or agreement of any kind with respect to any voting securities of the Company, other
than any such group or agreement that is with an Affiliate of Stadium and such Affiliate agrees to be bound by the terms and conditions
of this Agreement as if it were a party hereto and such group or agreement would not result in Stadium exceeding the Maximum Ownership
Cap;
(e) deposit
any voting securities of the Company in any voting trust or subject any Company voting securities to any arrangement or agreement with
respect to the voting thereof, other than any such voting trust, arrangement, or agreement that is with an Affiliate of Stadium and such
Affiliate agrees to be bound by the terms and conditions of this Agreement as if it were a party hereto and such voting trust, arrangement,
or agreement would not result in Stadium exceeding the Maximum Ownership Cap;
(f) seek
publicly, alone or in concert with others, to amend any provision of the Charter, Bylaws or Governance Documents;
(g) demand
an inspection of the Company’s books and records;
(h) (i)
make any public proposal with respect to or (ii) make any public statement or otherwise knowingly seek to encourage, advise or assist
any person in so encouraging or advising with respect to: (A) any change in the composition, number or term of directors serving on the
Board or the filling of any vacancies on the Board, (B) any change in the capitalization, dividend policy, or share repurchase programs
or practices of the Company, (C) any other change in the Company’s management, governance, business, operations, strategy, corporate
structure, affairs or policies, (D) any Extraordinary Transaction, (E) causing a class of securities of the Company to be delisted from,
or to cease to be authorized to be quoted on, any securities exchange or (F) causing a class of equity securities of the Company
to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
(i) initiate,
make, or in any way knowingly participate, in any Extraordinary Transaction or make any proposal, either alone or in concert with others,
to the Company or the Board that would reasonably be expected to require a public announcement or disclosure regarding any such matter;
(j) effect
or seek to effect, offer or propose to effect, cause or participate in, or in any way knowingly assist or facilitate any other person
to effect or seek, offer or propose to effect or participate in, any (i) material acquisition of any assets or businesses of the Company
or any of its subsidiaries; (ii) tender offer or exchange offer, merger, acquisition, share exchange or other business combination involving
any of the voting securities or any of the material assets or businesses of the Company or any of its subsidiaries; or (iii) recapitalization,
restructuring, liquidation, dissolution or other material transaction with respect to the Company or any of its subsidiaries or any material
portion of its or their businesses;
(k) enter
into any negotiations, agreements, or understandings with any Third Party with respect to any of the foregoing, or knowingly advise, assist,
encourage or seek to persuade any Third Party to take any action with respect to any of the foregoing, or otherwise take or cause any
action inconsistent with any of the foregoing;
(l) publicly
make or in any way advance publicly any request or proposal that the Company or the Board amend, modify, or waive any provision of this
Agreement;
(m) publicly
disclose any vote, delivery of consents or consent revocations, or failure to deliver consents or consent revocations, as applicable,
by Stadium against the voting recommendations of the Board in connection with a Shareholder Meeting; or
(n) take
any action challenging the validity or enforceability of this Section 3 or this Agreement unless the Company is challenging the
validity or enforceability of this Agreement;
provided, however, that
nothing in this Agreement, including the restrictions in this Section 3, shall prevent Stadium from (i) making any true and correct
statement to the extent required by applicable legal process, subpoena or legal requirement from any governmental authority with competent
jurisdiction over Stadium so long as such request did not arise as a result of any action by Stadium; (ii) communicating confidentially
with any director or executive officer of the Company on any matter so long as such communications would not reasonably be expected to
trigger public disclosure obligations for either party; (iii) tendering shares, receiving payment for shares or otherwise participating
in any transaction approved by the Board on the same basis as the other shareholders of the Company; (iv) identifying potential director
candidates to serve on the Board, so long as such actions do not create, and that Stadium would not reasonably expect to create, a public
disclosure obligation for Stadium or the Company, are not publicly disclosed by Stadium or its Affiliates and are undertaken on a basis
reasonably designed to be confidential; or (v) making or sending private communications to investors or prospective investors in Stadium
or any of its Affiliates, provided that such statements or communications (1) are based on publicly available information and (2) are
not reasonably expected to be publicly disclosed and are understood by all parties to be confidential communications. Furthermore, for
the avoidance of doubt, nothing in this Agreement shall be deemed to restrict in any way either New Director in the exercise of his or
her fiduciary duties under applicable law as a director of the Company.
4. Mutual
Non-Disparagement. Until the Termination Date, without the prior written consent of the other party, neither party shall, nor
shall it permit any of its Representatives to, make any public or private statement, file or furnish any document to the SEC, or speak
to any analyst, investor, or member of the press or other person, in a manner that criticizes, disparages or otherwise reflects detrimentally
on the other party, its subsidiaries, its business, or its current or former directors (in their capacity as such), officers, or employees.
A statement or announcement shall only be deemed to be made by the Company if made by a member of the Board or senior management team
or other designated representative of the Company, in each case authorized to make such statement or announcement on behalf of the Company.
A statement or announcement shall only be deemed to be made by Stadium if made by a manager, director, general partner, member of the
senior management team or other designated representative of Stadium, in each case authorized to make such statement or announcement on
behalf of Stadium. The restrictions in this Section 4 shall not (a) apply to (i) any compelled testimony or production of
information, whether by legal process, subpoena, or as part of a response to a request for information from any governmental or regulatory
authority with jurisdiction over the party from whom information is sought, in each case to the extent required, (ii) any disclosure that
such party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations,
or (iii) any private communications between the parties; (b) prohibit either party from reporting what it reasonably believes, after consultation
with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange
Act or Rule 21F promulgated thereunder; or (c) prohibit any private communications among the principals, officers, managers, and employees
of Stadium.
5. No
Litigation. Prior to the Termination Date, each party hereby covenants and agrees that it shall not, and shall not permit any
of its Representatives to, directly or indirectly, alone or in concert with others, encourage, pursue, or assist any other person to threaten
or initiate any lawsuit, claim, or proceeding before any court (each, a “Legal Proceeding”) against the other party
or any of its Representatives based on information known or unknown as of the date of this Agreement, except for (a) any Legal Proceeding
initiated primarily to remedy a breach of or to enforce this Agreement, (b) counterclaims with respect to any proceeding initiated by
or on behalf of one party or its Affiliates against the other party or its Affiliates or (c) any Legal Proceeding with respect to claims
of fraud in connection with, arising out of or related to this Agreement; provided, however, that the foregoing shall not
prevent any party or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents,
subpoenas, civil investigative demands or similar processes (each, a “Legal Requirement”) in connection with any Legal
Proceeding if such Legal Proceeding has not been initiated by, on behalf of, or at the direct or indirect suggestion of such party or
any of its Representatives; provided, further, that in the event any party or any of its Representatives receives such Legal
Requirement, such party shall give prompt written notice of such Legal Requirement to the other party (except where such notice would
be legally prohibited or not practicable). Each party represents and warrants that neither it nor any assignee has filed any Legal Proceeding
against the other party.
6. Public
Statements; SEC Filings.
(a) Within
one (1) Business Day following the date of this Agreement, the Company shall issue a press release (the “Press Release”)
announcing this Agreement, substantially in the form attached hereto as Exhibit A.
(b) Within
two (2) Business Days following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K setting forth
a brief description of the terms of this Agreement and appending this Agreement as an exhibit thereto (the “Form 8-K”).
The Company shall provide Stadium and its Representatives with a reasonable opportunity to review and comment on the Form 8-K prior to
it being filed with the SEC and consider in good faith any comments of Stadium and its Representatives.
(c) Within
two (2) Business Days following the date of this Agreement, Stadium shall file with the SEC an amendment to its Schedule 13D setting forth
a brief description of the terms of this Agreement and appending this Agreement as an exhibit thereto (the “Schedule 13D Amendment”).
The Schedule 13D Amendment shall be consistent with the terms of this Agreement and the Press Release. Stadium shall provide the Company
and its Representatives with a reasonable opportunity to review and comment on the Schedule 13D Amendment prior to it being filed with
the SEC and consider in good faith any comments of the Company and its Representatives.
(d) Except
for the issuance of the Press Release and the filing of the Form 8-K and the Schedule 13D Amendment, neither party shall issue any press
release or other public statement (including in any filing required under the Exchange Act) about the subject matter of this Agreement
or the other party, except as required by law, Legal Requirement or applicable stock exchange listing rules or with the prior written
consent of the other party and otherwise in accordance with this Agreement.
7. Affiliates
and Controlled Associates. Each party shall instruct its controlled Affiliates and controlled Associates to comply with the terms
of this Agreement and shall be responsible for any breach of this Agreement by any such controlled Affiliate or controlled Associate.
A breach of this Agreement by a controlled Affiliate or controlled Associate of a party, if such controlled Affiliate or controlled Associate
is not a party to this Agreement, shall be deemed to occur if such controlled Affiliate or controlled Associate engages in conduct that
would constitute a breach of this Agreement if such controlled Affiliate or controlled Associate was a party to this Agreement.
8. Representations
and Warranties.
(a) Stadium
represents and warrants that it has full power and authority to execute, deliver and carry out the terms and provisions of this Agreement
and to consummate the transactions contemplated hereby, and that this Agreement has been duly and validly executed and delivered by it,
constitutes a valid and binding obligation and agreement of it and is enforceable against it in accordance with its terms, except as enforcement
thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally
affecting the rights of creditors and subject to general equity principles. Stadium represents that (i) the execution of this Agreement,
the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with
the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of it as currently in effect
and (ii) the execution, delivery and performance of this Agreement by it does not and will not (A) violate or conflict with
any law, rule, regulation, order, judgment or decree applicable to it or (B) result in any breach or violation of or constitute a
default under or pursuant to (or an event which with notice or lapse of time or both could constitute such a breach, violation or default),
or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational
document, agreement, contract, commitment, understanding or arrangement to which it is a party or by which it is bound. Stadium represents
and warrants that, as of the date of this Agreement, it beneficially owns an aggregate of 2,002,227 shares of Common Stock and has voting
authority over such shares.
(b) The
Company hereby represents and warrants that it has the power and authority to execute, deliver and carry out the terms and provisions
of this Agreement and to consummate the transactions contemplated hereby, and that this Agreement has been duly and validly authorized,
executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against
the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles.
The Company represents and warrants that (i) the execution of this Agreement, the consummation of any of the transactions contemplated
hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in
a breach or violation of the organizational documents of the Company as currently in effect and (ii) the execution, delivery and
performance of this Agreement by the Company does not and will not (A) violate or conflict with any law, rule, regulation, order, judgment
or decree applicable to the Company or (B) result in any breach or violation of or constitute a default under or pursuant to (or an event
which with notice or lapse of time or both could constitute such a breach, violation or default), or result in the loss of a material
benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract,
commitment, understanding or arrangement to which the Company is a party or by which it is bound.
9. Termination.
(a) Unless
otherwise mutually agreed to in writing by each party, this Agreement shall remain in effect until the date that is thirty (30) days prior
to the deadline for delivery of notice under the Company’s Bylaws for the nomination of director candidates for election to the
Board at the 2025 annual meeting of shareholders (the “2025 Annual Meeting”) (the “Termination Date”),
it being understood that the Company shall be required to give sufficient advance notice to Stadium in the event the Company determines
to advance or delay the 2025 Annual Meeting, so that Stadium will continue to have no less than 30 days to nominate at such meeting. Notwithstanding
anything to the contrary in this Agreement, this Agreement shall terminate immediately upon the announcement of a Change of Control transaction
involving the Company.
(b) Notwithstanding
anything to the contrary in this Agreement:
(i) the
obligations of Stadium pursuant to Sections 3 (Standstill), 4 (Mutual Non-Disparagement) and 6 (Public Statement; SEC Filings) shall terminate
in the event that the Company materially breaches its obligations pursuant to 4 (Mutual Non-Disparagement) and 6 (Public Statement; SEC
Filings) and such breach (if capable of being cured) has not been cured within fifteen (15) days following written notice of such breach;
provided, however, that any termination in respect of a breach of Section 4 (Mutual Non-Disparagement) shall require a determination
of a court of competent jurisdiction that the Company has materially breached Section 4 (Mutual Non-Disparagement); and
(ii) the
obligations of the Company pursuant to 4 (Mutual Non-Disparagement) and 6 (Public Statement; SEC Filings) shall terminate in the event
that Stadium materially breaches its obligations in Sections 3 (Standstill), 4 (Mutual Non-Disparagement) and 6 (Public Statement; SEC
Filings) and such breach (if capable of being cured) has not been cured within fifteen (15) days following written notice of such breach;
provided, however, that any termination in respect of a breach of Sections 3 (Standstill) and 4 (Mutual Non-Disparagement) shall
require a determination of a court of competent jurisdiction that Stadium has materially breached Sections 3 (Standstill) or 4 (Mutual
Non-Disparagement).
(c) If
this Agreement is terminated in accordance with this Section 9, this Agreement shall forthwith become null and void, but no
termination shall relieve either party from liability for any breach of this Agreement prior to such termination. Notwithstanding the
foregoing, Sections 11, 12, 13 and 15 shall survive the termination of this Agreement.
10. Expenses.
The Company shall reimburse Stadium for documented out-of-pocket costs, fees, and expenses (including attorney’s fees and other
legal expenses) incurred by Stadium in connection with its proposed nomination of directors and the negotiation and execution of this
Agreement; provided, however, that such reimbursement shall not exceed $400,000.00 in the aggregate.
11. Notices.
All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be
in writing and shall be deemed to have been given (a) when delivered by hand, with written confirmation of receipt; (b) upon sending,
if sent by electronic mail to the electronic mail addresses below, with confirmation of receipt from the receiving party by electronic
mail; (c) one Business Day after being sent by a nationally recognized overnight carrier to the addresses set forth below; or (d) when
actually delivered if sent by any other method that results in delivery, with written confirmation of receipt:
If to the Company:
Sleep Number Corporation
1001 Third Avenue South
Minneapolis, Minnesota 55404 |
with mandatory copies (which shall not constitute
notice) to:
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019 |
Attn: |
Sam Hellfeld, Chief Legal and Risk Officer |
Attn: |
Kai H. Liekefett |
Email: |
sam.hellfeld@sleepnumber.com |
|
Jessica Wood |
|
Email: |
kliekefett@sidley.com |
|
|
jessica.wood@sidley.com |
|
|
If to Stadium:
Stadium Capital Management, LLC
199 Elm St #6
New Canaan, CT 06840 |
with mandatory copies (which shall not constitute
notice) to:
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019 |
Attn: |
Kevin Baker and Dominic DeMarco |
Attn: |
Elizabeth R. Gonzalez-Sussman |
Email: |
kbaker@stadiumcapital.com and |
Email: |
egonzalez@olshanlaw.com |
|
ddemarco@stadiumcapital.com |
|
12. Governing
Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach
of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Minnesota,
without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding
arising out of or related to this Agreement shall exclusively lie in the state courts of the State of Minnesota, or, if jurisdiction is
vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Minnesota,
and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying
of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding
and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding
brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal
Proceeding by service of a copy thereof upon either its registered agent in the State of Minnesota or the Secretary of State of the State
of Minnesota, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it
at the address set forth in Section 11. Nothing contained herein shall be deemed to affect the right of any party to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT.
13. Specific
Performance. Each party to this Agreement acknowledges and agrees that the other party would be irreparably injured by an actual
breach of this Agreement by the first-mentioned party or its Representatives and that monetary remedies would be inadequate to protect
either party against any actual or threatened breach or continuation of any breach of this Agreement. Without prejudice to any other rights
and remedies otherwise available to the parties under this Agreement, each party shall be entitled to equitable relief by way of injunction
or otherwise and specific performance of the provisions hereof upon satisfying the requirements to obtain such relief, without the necessity
of posting a bond or other security, if the other party or any of its Representatives breaches or threatens to breach any provision of
this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement but shall be in addition to
all other remedies available at law or equity to the non-breaching party.
14. Certain
Definitions and Interpretations. As used in this Agreement: (a) the terms “Affiliate” and “Associate”
(and any plurals thereof) have the meanings ascribed to such terms under Rule 12b-2 promulgated by the SEC under the Exchange Act and
shall include all persons or entities that at any time prior to the Termination Date become Affiliates or Associates of any applicable
person or entity referred to in this Agreement; provided, however, that the term “Associate” shall refer only to Associates
controlled by the Company or Stadium, as applicable; provided, further, that, for purposes of this Agreement, Stadium shall not be an
Affiliate or Associate of the Company, and the Company shall not be an Affiliate or Associate of Stadium; (b) the terms “beneficial
ownership,” “group,” “person,” “proxy” and “solicitation”
(and any plurals thereof) have the meanings ascribed to such terms under the Exchange Act and the rules and regulations promulgated thereunder;
provided, that the meaning of “solicitation” shall be without regard to the exclusions set forth in Rules 14a-1(l)(2)(iv)
and 14a-2 under the Exchange Act; (c) the term “Business Day” means any day that is not a Saturday, Sunday or
other day on which commercial banks in the State of Minnesota are authorized or obligated to be closed by applicable law; (d) the
term “Change of Control” shall be deemed to have occurred if (i) any person is or becomes a beneficial owner, directly or
indirectly, of securities of the Company representing more than fifty percent (50%) of the equity interests and voting power of the Company’s
then-outstanding equity securities or (ii) the Company effects a merger or a stock-for-stock transaction whereby immediately after the
consummation of the transaction the Company’s shareholders retain less than fifty percent (50%) of the equity interests and voting
power of the surviving entity’s then-outstanding equity securities, or (iii) the Company sells all or substantially all of its assets
to a Third Party; (e) the term “Common Stock” means the common stock, par value $0.01 per share, of the Company;
(f) the term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder; (g) the term “Extraordinary Transaction” means any tender offer, exchange offer, merger, consolidation,
acquisition, joint venture, business combination, spin-off, financing, sale, recapitalization, restructuring, or other similar transaction
with a third party, in each case, that results in a change in control of the Company, or the sale of all or substantially all of its assets;
(h) the term “Net Long Position” means such shares of Common Stock beneficially owned, directly or indirectly,
that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis; provided
that “Net Long Position” shall not include any shares as to which such person does not have the right to vote or direct the
vote other than as a result of being in a margin account, or as to which such person has entered into a derivative or other agreement,
arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of
ownership of such shares; and the terms “person” or “persons,” for purposes of the meaning of the term “Net
Long Position,” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability
or unlimited liability company, joint venture, estate, trust, associate, organization or other entity of any kind or nature; (i) the term
“Representatives” means (i) a person’s Affiliates and controlled Associates and (ii) its and their
respective directors, officers, employees, partners, members, managers, consultants, legal or other advisors, agents and other representatives,
in each case, only to the extent such persons are acting in a capacity on behalf of, in concert with, or at the direction of such person
or its Affiliates or controlled Associates; (j) the term “SEC” means the U.S. Securities and Exchange Commission;
(k) the term “Shareholder Meeting” means each annual or special meeting of shareholders of the Company, or any
action by written consent of the Company’s shareholders in lieu thereof, and any adjournment, postponement, rescheduling or continuation
thereof; and (l) the term “Third Party” refers to any person that is not a party, a member of the Board, a director
or officer of the Company, or legal counsel to either party. In this Agreement, unless a clear contrary intention appears, (i) the word
“including” (in its various forms) means “including, without limitation;” (ii) the words “hereunder,”
“hereof,” “hereto” and words of similar import are references in this Agreement as a whole and not to any particular
provision of this Agreement; (iii) the word “or” is not exclusive; (iv) references to “Sections” in this
Agreement are references to Sections of this Agreement unless otherwise indicated; and (v) whenever the context requires, the masculine
gender shall include the feminine and neuter genders.
15. Miscellaneous.
(a) This
Agreement, including all exhibits hereto, contains the entire agreement between the parties and supersedes all other prior agreements
and understandings, both written and oral, between the parties with respect to the subject matter hereof.
(b) This
Agreement is solely for the benefit of the parties and is not enforceable by any other persons.
(c) This
Agreement shall not be assignable by operation of law or otherwise by a party without the consent of the other party. Any purported assignment
without such consent is void ab initio. Subject to the foregoing sentence, this Agreement shall be binding upon, inure to the benefit
of, and be enforceable by and against the permitted successors and assigns of each party.
(d) Neither
the failure nor any delay by a party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or
privilege hereunder.
(e) If
any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable,
the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired, or invalidated. It is hereby stipulated and declared to be the intention of the parties that the parties
would have executed the remaining terms, provisions, covenants, and restrictions without including any of such which may be hereafter
declared invalid, void, or unenforceable. In addition, the parties agree to use their reasonable best efforts to agree upon and substitute
a valid and enforceable term, provision, covenant, or restriction for any of such that is held invalid, void, or unenforceable by a court
of competent jurisdiction.
(f) Any
amendment or modification of the terms and conditions set forth herein or any waiver of such terms and conditions must be agreed to in
a writing signed by each party.
(g) This
Agreement may be executed in one or more textually identical counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic
mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original
graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original
signature.
(h) Each
party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution
of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each party and its counsel cooperated and
participated in the drafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the parties will
be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation.
Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any
party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties, and any controversy over
interpretations of this Agreement will be decided without regard to events of drafting or preparation.
(i) The
headings set forth in this Agreement are for convenience of reference purposes only and will not affect or be deemed to affect in any
way the meaning or interpretation of this Agreement or any term or provision of this Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of
the parties has executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first
above written.
|
THE COMPANY: |
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|
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SLEEP NUMBER CORPORATION |
|
|
|
|
By: |
/s/ Sam Hellfeld |
|
Name: |
Sam Hellfeld |
|
Title: |
Chief Legal and Risk Officer |
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STADIUM: |
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By: |
/s/ Alexander M. Seaver |
|
Name: |
Alexander M. Seaver |
|
Title: |
Managing Director |
Signature
Page to Cooperation Agreement
Exhibit A
Form of Press Release
Sleep Number Appoints Two New Independent Directors,
Stephen Macadam and Hilary Schneider
Announces Cooperation Agreement with Shareholder
Stadium Capital
Board to Form a Capital Allocation Committee,
Comprised of New and Tenured Directors, to Provide Analysis and Recommendations to Board
MINNEAPOLIS -- (November 7, 2023) -- Sleep Number
Corporation (Nasdaq: SNBR) today announced that it has appointed Stephen E. Macadam and Hilary A. Schneider to its Board of Directors
(the “Board”), effective immediately, expanding the Board to twelve members. In conjunction with the appointments, Sleep Number
entered into a cooperation agreement (the “Cooperation Agreement”) with Stadium Capital Management, LLC (collectively with
its affiliates, “Stadium Capital”), one of the company’s shareholders.
Steve Macadam is the Chairman of Atmus Filtration
Technologies Inc. and Veritiv Corporation and the former Chief Executive Officer of EnPro Industries, Inc. and BlueLinx Holdings Inc.
Mr. Macadam also serves on the Board of Directors of Louisiana-Pacific Corporation. He possesses experience in areas that include capital
allocation, corporate governance, supply chain and logistics and strategic planning.
Hilary Schneider was previously the Chief Executive
Officer of Shutterfly, Inc. and serves on the Board of Directors of Vail Resorts, Inc., Getty Images Holdings, Inc., and DigitalOcean
Holdings Inc. She previously served as the Chief Executive Officer of Wag! Group Co. and LifeLock, Inc. She possesses experience in areas
that include consumer products and technology, corporate governance, executive compensation, and strategic planning.
“We are pleased to welcome Steve and Hilary,
both accomplished public company executives and directors, to the Sleep Number Board,” said Shelly Ibach, Chair, President, and
CEO of the company. “The continued evolution of our Board reflects our commitment to drive lasting shareholder value as we maximize
our competitive advantages and fulfill our purpose of improving the health and well-being of society through higher quality sleep.”
Pursuant to the Cooperation Agreement, the Board
has established a Capital Allocation and Value Enhancement Committee (the “Capital Allocation Committee”) to review the company’s
use and investment of capital and make recommendations to the full Board. The four-member committee will include Mr. Macadam and Ms. Schneider
along with Philip Eyler and Barbara Matas, with Mr. Macadam and Ms. Matas serving as co-Chairs of the committee.
Sleep Number’s Independent Lead Director,
Michael J. Harrison said, “We are grateful to have reached an agreement with Stadium Capital on a constructive path forward and
are looking forward to working with Steve and Hilary toward our common goal of delivering long-term value for our shareholders.”
“We are pleased to have reached an agreement
with the Board on the appointment of two highly qualified, independent directors and the formation of a Capital Allocation Committee that
will deliver analysis and recommendations to the full Board," said Alexander Seaver, Co-Founder and Managing Director of Stadium
Capital. “We believe that Sleep Number is well positioned to navigate a dynamic market environment, and we are confident that Steve
and Hilary can help the company drive long-term shareholder value.”
Stadium Capital has agreed to a customary standstill,
voting commitment, and related provisions in connection with the Cooperation Agreement. A copy of the Cooperation Agreement will be included
as an exhibit to the company’s current report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission
(the “SEC”).
Sidley Austin LLP is serving as legal counsel
and Spotlight Advisors LLC is serving as financial and strategic advisor to Sleep Number. Olshan Frome Wolosky LLP is serving as legal
counsel and Longacre Square Partners is serving as strategic advisor to Stadium Capital.
About Steve Macadam
Steve Macadam, 63, brings to the Board extensive
leadership and operations experience growing and transforming businesses in the U.S. and globally. He has more than 30 years of experience
advising and leading businesses in the packaging, building materials, and pulp and paper industries.
From 2008 to 2019, Mr. Macadam served as President
and Chief Executive Officer of EnPro Industries, Inc. (NYSE: NPO), a manufacturer and provider of precision industrial components, solutions,
and services. Previously, from 2005 to 2008, Mr. Macadam served as Chief Executive Officer of BlueLinx Holdings, Inc. (NYSE: BXC), a wholesale
distributor of building and industrial products in the United States. Earlier in his career, Mr. Macadam was President and Chief Executive
Officer of Consolidated Container Company LLC, the second largest blow molder of rigid plastic containers in North America at the time.
Earlier, Mr. Macadam served with Georgia-Pacific Corporation where he held the positions of Executive Vice President, Pulp & Paperboard,
and Senior Vice President, Containerboard & Packaging. He also served as a consultant and then as a Partner at McKinsey & Company.
Mr. Macadam currently serves on the boards of
Atmus Filtration Technologies, Inc. (NYSE: ATMU), Veritiv Corporation (NYSE: VRTV), and Louisiana-Pacific Corporation (NYSE: LPX), and
has previously served on the boards of Axiall Corporation (NYSE: AXLL), EnPro Industries, Inc., and Valvoline Inc. (NYSE: VVV). Mr. Macadam
holds a bachelor’s degree in Mechanical Engineering from the University of Kentucky, a master’s degree in Finance from Boston
College, and an MBA from Harvard Business School, where he was a Baker Scholar.
About Hilary Schneider
Hilary Schneider, 62, brings to the Board more
than two decades of experience leading consumer technology companies. She is an accomplished executive with significant digital and innovation
expertise and a track record of delivering superior customer experiences.
Ms. Schneider serves as a strategic advisor to
the Board of Directors of Shutterfly, Inc. (Nasdaq: SFLY), following her tenure as Chief Executive Officer of Shutterfly, Inc. from 2020
until 2023. She also serves as a senior advisor for TPG Inc. and Water.org, Inc., a non-profit organization.
Prior to joining Shutterfly, Ms. Schneider served
as Chief Executive Officer of Wag! Group Co. (Nasdaq: PET), the country’s largest on-demand mobile dog walking and dog care service,
from 2018 to 2019. Prior to this role, she served as President and Chief Executive Officer of LifeLock, Inc. (formerly NYSE: LOCK), the
leader in identity theft protection, from March 2016 until its acquisition by Symantec Corp. (formerly Nasdaq: SYMC) in February 2017.
She previously served in a variety of senior roles
at Yahoo! Inc. from 2006 to 2010, including leading the company’s Global Partner Solutions and Local Markets and Commerce divisions.
Prior to joining Yahoo! Inc., she held senior leadership roles at Knight Ridder, Inc. (formerly NYSE: KRI) from 2002 to 2005, including
Chief Executive Officer of Knight Ridder Digital. From 2000 to 2002, she served as President and Chief Executive Officer of Red Herring
Communications. She also held numerous roles at Times Mirror Company (formerly NYSE: TMS) from 1990 to 2000, including President and Chief
Executive Officer of Times Mirror Interactive and General Manager of the Baltimore Sun.
Ms. Schneider currently serves on the boards of
DigitalOcean Holdings Inc. (NYSE: DOCN), Getty Images Holdings Inc. (NYSE: GETY), and Vail Resorts Inc. (NYSE: MTN). She previously served
on the boards of SendGrid, Inc. (NYSE: SEND) from 2017 to 2019 and LogMeIn Inc. (formerly Nasdaq: LOGM) from 2011 to 2014. Ms. Schneider
holds a bachelor’s degree in economics from Brown University and an MBA from Harvard Business School.
About Sleep Number Corporation
Sleep Number is a wellness technology company.
We are guided by our purpose to improve the health and wellbeing of society through higher quality sleep; to date, our innovations have
improved over 15 million lives. Our wellness technology platform helps solve sleep problems, whether it’s providing individualized
temperature control for each sleeper through our Climate360® smart bed or applying our 23 billion hours of longitudinal sleep data
and expertise to research with global institutions.
Our smart bed ecosystem drives best-in-class engagement
through dynamic, adjustable, and effortless sleep with personalized digital sleep and health insights; our millions of Smart Sleepers
are loyal brand advocates. And our almost 4,500 mission-driven team members passionately innovate to drive value creation through our
vertically integrated business model, including our exclusive direct-to-consumer selling in over 650 stores and online.
To learn more about life-changing, individualized
sleep, visit a Sleep Number store near you, our newsroom and investor relations sites, or SleepNumber.com.
Forward Looking Statements
Statements used in this news release
relating to future plans, or events, are forward-looking statements subject to certain risks and uncertainties. Additional
information concerning these and other risks and uncertainties is contained in the company’s filings with the Securities and
Exchange Commission (SEC), including the Annual Report on Form 10-K, and other periodic reports filed with the SEC. The company has
no obligation to publicly update or revise any of the forward-looking statements in this news release.
Contacts
For Sleep Number:
Investor Relations
Dave Schwantes
(763) 551-7498
investorrelations@sleepnumber.com
Media
Julie Elepano
julie.elepano@sleepnumber.com
16
Exhibit 99.1
Sleep Number Appoints Two New Independent Directors,
Stephen Macadam and Hilary Schneider
Announces Cooperation Agreement with Shareholder
Stadium Capital
Board to Form a Capital Allocation Committee,
Comprised of New and Tenured Directors, to Provide Analysis and Recommendations to Board
MINNEAPOLIS -- (November 7, 2023) -- Sleep Number
Corporation (Nasdaq: SNBR) today announced that it has appointed Stephen E. Macadam and Hilary A. Schneider to its Board of Directors
(the “Board”), effective immediately, expanding the Board to twelve members. In conjunction with the appointments, Sleep Number
entered into a cooperation agreement (the “Cooperation Agreement”) with Stadium Capital Management, LLC (collectively with
its affiliates, “Stadium Capital”), one of the company’s shareholders.
Steve Macadam is the Chairman of Atmus Filtration
Technologies Inc. and Veritiv Corporation and the former Chief Executive Officer of EnPro Industries, Inc. and BlueLinx Holdings Inc.
Mr. Macadam also serves on the Board of Directors of Louisiana-Pacific Corporation. He possesses experience in areas that include capital
allocation, corporate governance, supply chain and logistics and strategic planning.
Hilary Schneider was previously the Chief Executive
Officer of Shutterfly, Inc. and serves on the Board of Directors of Vail Resorts, Inc., Getty Images Holdings, Inc., and DigitalOcean
Holdings Inc. She previously served as the Chief Executive Officer of Wag! Group Co. and LifeLock, Inc. She possesses experience in areas
that include consumer products and technology, corporate governance, executive compensation, and strategic planning.
“We are pleased to welcome Steve and Hilary,
both accomplished public company executives and directors, to the Sleep Number Board,” said Shelly Ibach, Chair, President, and
CEO of the company. “The continued evolution of our Board reflects our commitment to drive lasting shareholder value as we maximize
our competitive advantages and fulfill our purpose of improving the health and well-being of society through higher quality sleep.”
Pursuant to the Cooperation Agreement, the Board
has established a Capital Allocation and Value Enhancement Committee (the “Capital Allocation Committee”) to review the company’s
use and investment of capital and make recommendations to the full Board. The four-member committee will include Mr. Macadam and Ms. Schneider
along with Philip Eyler and Barbara Matas, with Mr. Macadam and Ms. Matas serving as co-Chairs of the committee.
Sleep Number’s Independent Lead Director,
Michael J. Harrison said, “We are grateful to have reached an agreement with Stadium Capital on a constructive path forward and
are looking forward to working with Steve and Hilary toward our common goal of delivering long-term value for our shareholders.”
“We are pleased to have reached an agreement
with the Board on the appointment of two highly qualified, independent directors and the formation of a Capital Allocation Committee that
will deliver analysis and recommendations to the full Board,” said Alexander Seaver, Co-Founder and Managing Director of Stadium
Capital. “We believe that Sleep Number is well positioned to navigate a dynamic market environment, and we are confident that Steve
and Hilary can help the company drive long-term shareholder value.”
Stadium Capital has agreed to a customary standstill,
voting commitment, and related provisions in connection with the Cooperation Agreement. A copy of the Cooperation Agreement will be included
as an exhibit to the company’s current report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission
(the “SEC”).
Sidley Austin LLP is serving as legal counsel
and Spotlight Advisors LLC is serving as financial and strategic advisor to Sleep Number. Olshan Frome Wolosky LLP is serving as legal
counsel and Longacre Square Partners is serving as strategic advisor to Stadium Capital.
About Steve Macadam
Steve Macadam, 63, brings to the Board extensive
leadership and operations experience growing and transforming businesses in the U.S. and globally. He has more than 30 years of experience
advising and leading businesses in the packaging, building materials, and pulp and paper industries.
From 2008 to 2019, Mr. Macadam served as President
and Chief Executive Officer of EnPro Industries, Inc. (NYSE: NPO), a manufacturer and provider of precision industrial components, solutions,
and services. Previously, from 2005 to 2008, Mr. Macadam served as Chief Executive Officer of BlueLinx Holdings, Inc. (NYSE: BXC), a wholesale
distributor of building and industrial products in the United States. Earlier in his career, Mr. Macadam was President and Chief Executive
Officer of Consolidated Container Company LLC, the second largest blow molder of rigid plastic containers in North America at the time.
Earlier, Mr. Macadam served with Georgia-Pacific Corporation where he held the positions of Executive Vice President, Pulp & Paperboard,
and Senior Vice President, Containerboard & Packaging. He also served as a consultant and then as a Partner at McKinsey & Company.
Mr. Macadam currently serves on the boards of
Atmus Filtration Technologies, Inc. (NYSE: ATMU), Veritiv Corporation (NYSE: VRTV), and Louisiana-Pacific Corporation (NYSE: LPX), and
has previously served on the boards of Axiall Corporation (NYSE: AXLL), EnPro Industries, Inc., and Valvoline Inc. (NYSE: VVV). Mr. Macadam
holds a bachelor’s degree in Mechanical Engineering from the University of Kentucky, a master’s degree in Finance from Boston
College, and an MBA from Harvard Business School, where he was a Baker Scholar.
About Hilary Schneider
Hilary Schneider, 62, brings to the Board more
than two decades of experience leading consumer technology companies. She is an accomplished executive with significant digital and innovation
expertise and a track record of delivering superior customer experiences.
Ms. Schneider serves as a strategic advisor to
the Board of Directors of Shutterfly, Inc. (Nasdaq: SFLY), following her tenure as Chief Executive Officer of Shutterfly, Inc. from 2020
until 2023. She also serves as a senior advisor for TPG Inc. and Water.org, Inc., a non-profit organization.
Prior to joining Shutterfly, Ms. Schneider served
as Chief Executive Officer of Wag! Group Co. (Nasdaq: PET), the country’s largest on-demand mobile dog walking and dog care service,
from 2018 to 2019. Prior to this role, she served as President and Chief Executive Officer of LifeLock, Inc. (formerly NYSE: LOCK), the
leader in identity theft protection, from March 2016 until its acquisition by Symantec Corp. (formerly Nasdaq: SYMC) in February 2017.
She previously served in a variety of senior roles
at Yahoo! Inc. from 2006 to 2010, including leading the company’s Global Partner Solutions and Local Markets and Commerce divisions.
Prior to joining Yahoo! Inc., she held senior leadership roles at Knight Ridder, Inc. (formerly NYSE: KRI) from 2002 to 2005, including
Chief Executive Officer of Knight Ridder Digital. From 2000 to 2002, she served as President and Chief Executive Officer of Red Herring
Communications. She also held numerous roles at Times Mirror Company (formerly NYSE: TMS) from 1990 to 2000, including President and Chief
Executive Officer of Times Mirror Interactive and General Manager of the Baltimore Sun.
Ms. Schneider currently serves on the boards of
DigitalOcean Holdings Inc. (NYSE: DOCN), Getty Images Holdings Inc. (NYSE: GETY), and Vail Resorts Inc. (NYSE: MTN). She previously served
on the boards of SendGrid, Inc. (NYSE: SEND) from 2017 to 2019 and LogMeIn Inc. (formerly Nasdaq: LOGM) from 2011 to 2014. Ms. Schneider
holds a bachelor’s degree in economics from Brown University and an MBA from Harvard Business School.
About Sleep Number Corporation
Sleep Number is a wellness technology company.
We are guided by our purpose to improve the health and wellbeing of society through higher quality sleep; to date, our innovations have
improved over 15 million lives. Our wellness technology platform helps solve sleep problems, whether it’s providing individualized
temperature control for each sleeper through our Climate360® smart bed or applying our 23 billion hours of longitudinal sleep data
and expertise to research with global institutions.
Our smart bed ecosystem drives best-in-class engagement
through dynamic, adjustable, and effortless sleep with personalized digital sleep and health insights; our millions of Smart Sleepers
are loyal brand advocates. And our almost 4,500 mission-driven team members passionately innovate to drive value creation through our
vertically integrated business model, including our exclusive direct-to-consumer selling in over 650 stores and online.
To learn more about life-changing, individualized
sleep, visit a Sleep Number store near you, our newsroom and investor relations sites, or SleepNumber.com.
Forward Looking Statements
Statements used in this news release
relating to future plans, or events, are forward-looking statements subject to certain risks and uncertainties. Additional
information concerning these and other risks and uncertainties is contained in the company’s filings with the Securities and
Exchange Commission (SEC), including the Annual Report on Form 10-K, and other periodic reports filed with the SEC. The company has
no obligation to publicly update or revise any of the forward-looking statements in this news release.
Contacts
For Sleep Number:
Investor Relations
Dave Schwantes
(763) 551-7498
investorrelations@sleepnumber.com
Media
Julie Elepano
julie.elepano@sleepnumber.com
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