H Partners Management, LLC (“H Partners”), the largest shareholder of
Tempur Sealy International, Inc. (NYSE:TPX) with a 10% stake, filed
definitive proxy materials with the United States Securities and
Exchange Commission. The definitive proxy materials urge Tempur Sealy
shareholders to use the BLUE proxy card to vote “AGAINST” the
re-election of three directors to the Tempur Sealy Board of Directors at
the 2015 Annual Meeting of Shareholders to be held on May 8, 2015.
The three directors H Partners is urging shareholders to vote “AGAINST”
are:
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Mark Sarvary, President and Chief Executive Officer of Tempur Sealy
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P. Andrews McLane, Chairman of the Board
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Christopher A. Masto, Chairman of the Nominating and Corporate
Governance Committee
“Tempur Sealy’s 140% stock underperformance over the last three years
under CEO Mark Sarvary and the current Board is unacceptable, and we
believe many other stockholders share our view,” said Usman Nabi of H
Partners. “By voting against the election of Messrs. Sarvary, McLane and
Masto, stockholders will send a strong message that they are
dissatisfied with the Board’s failure to hold CEO Sarvary accountable
for Tempur Sealy’s significant underperformance. We urge shareholders to
vote against the CEO and two legacy private equity holdover directors to
demonstrate that the status quo is no longer acceptable, and to drive
meaningful change.”
Per Tempur Sealy’s Bylaws, any director who does not receive a majority
of the votes cast “for” his or her election must promptly tender his or
her resignation to the Board. The Company’s director resignation policy
enables shareholders to compel the resignations of Directors Sarvary,
McLane and Masto for failing to serve shareholder interests.
Shareholders will be receiving H Partners’ proxy statement and BLUE
proxy card shortly and are urged to promptly sign, date and return the
card voting “AGAINST” Messrs. Sarvary, McLane and Masto.
About H Partners Management
H Partners Management, LLC is an independent investment firm founded in
2005 based in New York City.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
H Partners Management, LLC, together with the other participants named
herein (collectively, “H Partners”), has made a definitive filing with
the Securities and Exchange Commission (“SEC”) of a proxy statement and
an accompanying BLUE proxy card to be used to solicit votes against the
election of certain director candidates nominated by Tempur Sealy
International, Inc. (the “Company”) for election at the Company’s 2015
annual meeting of stockholders.
H PARTNERS ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF
THESE MATERIALS WITHOUT CHARGE UPON REQUEST.
The participants in this solicitation are H Partners Management, LLC (“H
Partners Management”), H Partners, LP (“H Partners LP”), H Partners
Capital, LLC (“H Partners Capital”), and Rehan Jaffer. H Partners
Management is the investment manager of H Partners LP, H Offshore Fund
Ltd. (the “Offshore Fund”, and together with H Partners LP, the “Funds”)
and a certain managed account (the “H Partners Account”).
As of the date hereof, H Partners LP directly beneficially owns
3,642,500 shares of Common Stock of the Company (the “Common Stock”). H
Partners Capital, as the general partner of H Partners LP, may be deemed
the beneficial owner of the 3,642,500 shares of Common Stock owned by H
Partners LP. As of the date hereof, the Offshore Fund directly
beneficially owns 1,367,700 shares of Common Stock. As of the date
hereof, 1,064,800 shares of Common Stock were held in the H Partners
Account. H Partners Management, as the investment manager of the Funds
and the H Partners Account, may be deemed the beneficial owner of
6,075,000 shares of Common Stock, which consists of the shares of Common
Stock owned by the Funds and held in the H Partners Account. Mr. Jaffer,
as the managing member of H Partners Management and H Partners Capital,
may be deemed the beneficial owner of 6,075,000 shares of Common Stock,
which consists of the shares of Common Stock owned by the Funds and held
in the H Partners Account.
Copyright Business Wire 2015