SOMNIGROUP INTERNATIONAL INC. — Proxy Solicitation & Information Statement 2015

May 8, 2015

DFAN14A 1 dfan14a10304003_05082015.htm dfan14a10304003_05082015.htm Licensed to: olshan Document Created using EDGARizer 2020 5.5.0.0 Copyright 1995 - 2014 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant o

Filed by a Party other than the Registrant x

Check the appropriate box:

o Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

o Soliciting Material Under Rule 14a-12

TEMPUR SEALY INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
H PARTNERS MANAGEMENT, LLC H PARTNERS, LP H PARTNERS CAPITAL, LLC REHAN JAFFER
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

On May 8, 2015, H Partners Management, LLC issued the following press release:

TEMPUR SEALY SHAREHOLDERS OVERWHELMINGLY VOTE

AGAINST THE RE-ELECTION OF ALL THREE DIRECTORS TARGETED BY H PARTNERS AT 2015 ANNUAL MEETING

New York – May 8, 2015 – H Partners Management, LLC (“H Partners”), the largest shareholder of Tempur Sealy International, Inc. (the “Company” or “Tempur Sealy”) (NYSE: TPX), with an approximate 10% stake, today announced that, based on a preliminary vote count, an overwhelming majority of Tempur Sealy shareholders voted against the re-election of all three directors targeted by H Partners:

· Mark Sarvary, President and Chief Executive Officer

· P. Andrews McLane, Chairman of the Board

· Christopher A. Masto, Chairman of the Nominating and Corporate Governance Committee

Usman Nabi of H Partners said, “We thank Tempur Sealy’s shareholders for supporting our campaign for leadership change. We look forward to working constructively with a reinvigorated Board to create value for all shareholders.”

About H Partners Management

H Partners Management, LLC is an independent investment firm founded in 2005 based in New York City.

Contact Details

Usman Nabi / Arik Ruchim	Scott Winter / Jonathan Salzberger
H Partners Management, LLC	Innisfree M&A Incorporated
(212) 265-4200	(212) 750-5833