Corporate Governance and Board Matters
Consideration of Director Nominees
and Diversity
The Nominating, Governance and Sustainability (NGS) Committee is responsible for identifying and evaluating the best available
qualified candidates for election to the Board of Directors. The Committees procedure and the Companys bylaws can be found at www.leggett.com/governance. Following its evaluation, the NGS Committee recommends to the full Board a
slate of director candidates for inclusion in the Companys proxy statement and proxy card.
Incumbent Directors. In the case of
incumbent directors, the NGS Committee reviews each directors overall service during his or her current term, including the number of meetings attended, level of participation, quality of performance and any transactions between the director
and the Company.
New Director Candidates. In the case of new director candidates, the NGS Committee first determines whether the nominee
will be independent under NYSE rules, then identifies any special needs of the Board. The NGS Committee will consider individuals recommended by Board members, Company management, shareholders and, if it deems appropriate, a professional search
firm. In 2022, the Company retained a search firm, Diversified Search, to assist with identifying and evaluating potential director candidates, including Ms. Barbee.
The NGS Committee believes director candidates should meet and demonstrate the following criteria:
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Character and integrity. |
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A commitment to the long-term growth and profitability of the Company. |
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A willingness and ability to make a sufficient time commitment to the affairs of the Company to effectively
perform the duties of a director, including regular attendance at Board and committee meetings. |
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Significant business or public experience relevant and beneficial to the Board and the Company.
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Board Diversity. The NGS Committee recognizes the value of cultivating a Board with a diverse mix of opinions,
perspectives, skills, experiences, and backgrounds. A diverse board enables more balanced, wide-ranging discussion in the boardroom, which, we believe, enhances the decision-making processes. Having diverse representation and a variety of viewpoints
is also important to our shareholders and other stakeholders.
As such, the NGS Committee actively seeks director candidates from a wide variety of
backgrounds, without discrimination based on race, ethnicity, color, ancestry, national origin, religion, sex, sexual orientation, gender identity, age, disability, or any other status protected by law. In furtherance of this non-discrimination policy, for each search, the Committee will ensure that the pool includes female and racial or ethnic minority candidates.
All nominations to the Board will be based upon merit, experience and background relevant to the Boards current and anticipated needs, as well as
Leggetts businesses.
Director Recommendations from Shareholders. The NGS Committee does not intend to alter its evaluation process,
including the minimum criteria set forth above, for candidates recommended by a shareholder. Shareholders who wish to recommend candidates for the NGS Committees consideration must submit a written recommendation to the Secretary of the
Company at 1 Leggett Road, Carthage, MO 64836. Recommendations must be sent by certified or registered mail and received by December 15th for the NGS Committees consideration for the
following years Annual Meeting. Recommendations must include the following:
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Shareholders name, number of shares owned, length of period held and proof of ownership.
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Candidates name, address, phone number and age. |
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A resume describing, at a minimum, the candidates educational background, occupation, employment history
and material outside commitments (memberships on other boards and committees, charitable foundations, etc.). |
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A supporting statement which describes the shareholders and candidates reasons for nomination to the
Board of Directors and documents the candidates ability to satisfy the director qualifications described above. |
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The candidates consent to a background investigation and to stand for election if nominated by the Board
and to serve if elected by the shareholders. |
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Any other information that will assist the NGS Committee in evaluating the candidate in accordance with this
procedure. |