Good morning, and welcome to Tempurcelli International Inc. 20 21 Annual Meeting of Stockholders. At this time, I would like to turn the meeting over to Scott Thompson, Chairman of the Board of Directors of Tempur Sealy. Please go ahead.
Good morning, ladies and gentlemen. As Chairman of the Board of Directors of Tempur Sealy, it is my pleasure to welcome all of you. We are pleased to be able to conduct our annual meeting virtually via the Internet. It is 8:30 am Eastern Time And in accordance with the notice of the meeting, I call to order the annual meeting of the shareholders of Tempur Sealy. Although I'm formally presiding over the meeting, I've asked Rick New, the Board's Lead Director to run through some of the voting formalities today.
Thank you, Scott. Our annual meeting agenda is displayed in the virtual meeting website and our rules of conduct are posted on the same website. We plan to conduct a meeting in accordance with the agenda and rules of conduct. The principal items of business before the meeting are The election of 7 directors, the ratification of the appointment of Ernst and Young LLP as the company's independent auditors for the current fiscal year, The advisory vote to approve the compensation of our named executive officers and approval of an amendment to the company's amended and restated The acquisition of the corporation to increase the company's authorized shares of common stock. These items are more fully described during notice of annual meeting and proxy statement, A copy of which has been made available to all stockholders and is available at this meeting on the virtual meeting website.
Mohammad Baqil, Vice President, General Counsel and Secretary at the company, will serve as the Inspector of Elections. Before taking the business of the meeting, I would like to introduce our directors and executive officers, all of whom are in attendance virtually at today's meeting. Current directors are myself, Rick New, Scott Thompson, Evelyn Dilsaber, Kathy Gates, John Heil, Jack Luther and Bob Tressel. The present and executive officers of the company also in attendance today are listed on our Investor Relations website. Also present today is Neil Thompson Thomas for Ernst and Young LLP, the company's current independent auditors.
Mr. Baquil will now report on the mailing of the notice of this meeting in the presence of a quorum.
This meeting is held pursuant to printed notice mailed on or about March 26, 2021 to each stockholder of record close of business on March 11, 2021, Who is entitled to vote? The notice of annual meeting also stated the date, time and meeting purpose along with the web address for participating in today's virtual meeting. A list of stockholders and tell to vote at this meeting has been available at company headquarters for the past 10 days and is available at this meeting for examination by any stockholder who is logged into this meeting by clicking the stockholder list link on their screen. All documents concerning the call and notice of the meeting will be filed with the records of the meeting. The count of shares present immediately prior to the commencement of the meeting indicated that 185,000,007,000 556 shares of the company's common stock of the 201,767,000 857 shares entitled to vote at this meeting were present by proxy.
This is 91.69 percent of the outstanding
I hereby declare a quorum present at the meeting. On behalf of the Board of Directors of the company, I would like to express my appreciation to all stockholders who return their proxies. I would also like to point out that most of you who return proxies authorize the person's name in the proxy card, Mohammed Baqil and Bhaskar Rao to vote on all proposals coming before the meeting. At this time, any stockholders that are logged into this Annual Meeting and wish to vote their shares, You may do so now by clicking on the vote here button on your screen. However, we urge stockholders to allow their proxies to stand if previously voted.
It is now approximately 8:34 am. I declare the polls open for voting. The first matter to be acted upon by the stockholders is the reelection of Mr. Thompson, Ms. Dilsaber, Ms.
Gates, Mr. Heil, Mr. Luther, Mr. Trussell and myself, each to serve for 1 year term aspiring under the date of the annual stockholders of the company in 2022 and until their respective successors are duly elected and qualified. The company has an advanced notice bylaw provision and as a result, the nominations are closed.
We will now move on to the next proposal. The second matter being submitted to stockholders for action is a ratification of the appointment of Ernst and Young LLP as independent auditors of the company. I would like to call upon Ms. Diltsaver, Chair of the Audit Committee for the recommendation of the Audit Committee in this regard.
Thanks, Rick. The Audit Committee was assigned the responsibility of recommending auditors to be appointed by the company. The Audit Committee consists entirely of directors who are independent of corporate management for purposes of the rules of the New York Stock Exchange and the Securities and Exchange Commission. The Audit Committee has also had direct access to both the outside auditors and the internal auditors. In its deliberations this year, the audit committee has worked closely and regularly with Ernst and Young LLP, has had substantial opportunity to evaluate their work and is found it to be of a consistently high quality.
As such, the Audit Committee has recommended Ernst and Young LLP to audit the financial statements of the company
Thank you, Evelyn. We will now move on to the next proposal. The 3rd matter to be acted upon by the stockholders is the advisory vote to approve the compensation of named executive officers as reported in the proxy statement. This proposal gives stockholders the to express our views on the overall compensation of our named executive officers and the philosophy, policies and practices as described in the proxy statement. It is not a vote on any specific item of compensation.
As described in the proxy statement, our executive compensation programs are designed to reward our management including the named executive officers for the achievement of specific annual, long term and strategic goals The realization of increased stockholder value. The compensation committee of the Board regularly reviews the company's compensation programs to confirm that they continue to be aligned with achieving these goals. We will now move on to the 4th proposal. The 4th banner to be acted upon by the stockholders is a vote to approve the amendment to our amended and restated certificate of incorporation to increase the number of authorized shares common stock from $300,000,000 to $500,000,000 As described in the proxy statement, the purpose of the proposal is to provide the company with great flexibility Considering and planning for future business and financial needs. We believe that it is advantageous for us to have the ability to act properly with respect to potential opportunities And that the proposed increase in the number of authorized shares of common stock is desirable in order to have the additional shares available as needed for possible financing transactions, future stock splits, strategic transactions or other general corporate purposes that are determined by the Board
The company has not received any questions relevant to the stockholder meeting. We will move to the next agenda topic.
Thank you, Mohammad. At this time, the polls are closed for voting. It is now approximately 8:39 am, And I now ask Mr. Keogh to provide the preliminary voting results.
Thanks, Rick. The voting is complete and I The preliminary report of the Inspector of Elections based on proxies already received. The final voting results will be presented in a current report on Form 8 ks, which will be filed 4 business days following the end of the Annual Meeting of Stockholders. With respect to the first item on the agenda, the election of 7 directors to serve until the 20 22 Annual Meeting of Stockholders. More than a majority of the votes cast with respect to each director nominee were voted for each such director nominee standing for election.
With respect to the 2nd item on the agenda, the ratification of the appointment of Ernst and Young LLP as independent auditors for the company, More than a majority of the votes cast were voted for the appointment of Ernst and Young LLP to audit the financial statements of the company and its subsidiaries for the fiscal year ended December 31, 2021. With respect to the 3rd item on the agenda, the advisory vote to approve the compensation Of the named executive officers as reported in the proxy statement, more than a majority of the votes cast were voted for the approval of the advised proposal. With respect to the 4th item on the agenda, the approval of an amendment to the company's amended and restated certificate of incorporation as amended To increase the number of authorized shares of common stock, more than the majority of the outstanding shares of common stock of the company have been voted in favor of the approval of the amendment.
Thank you. I hereby declare that the nominees for Director have been duly elected. The appointment of Ernst and Young LLP to audit the financial statements of the company and its subsidiaries for the fiscal year ending December 31, 2021 has been duly ratified. The majority of the votes cast are in favor of the compensation of the named executive officers And that is duly noted by the Board and the amendment to the company's amended and restated certificate of incorporation To increase the number of authorized shares of common stock to 500,000,000 has been duly approved. Thank you.
Let me now turn the meeting back to Scott Thompson.
Thank you. This concludes our meeting. We thank you for your confidence in TRCS Seeley's leadership team and its Board of Directors. If you have any additional questions, please email the company at investor. Relationstempersili dot com