Good morning, welcome to Somnigroup International Inc.'s 2026 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 Somnigroup. Please go ahead.
Good morning, ladies and gentlemen. As Chairman of the Board of Somnigroup International, it is my pleasure to welcome all of you. We are pleased to be able to conduct our virtual annual meeting. It is 8:30 A.M. Central Time, and in accordance with the notice of the meeting, I call to order the annual meeting of the stockholders of Somnigroup International. Although I'm formally presiding over this meeting, I've asked Cliff Buster, Chief Executive Officer, Tempur Sealy International, and Kindel Nuño, Corporate Secretary, to run through some of the voting formalities today.
Thank you, Scott. Our annual meeting agenda is displayed on the meeting website, and our rules of conduct are posted on the same website. We plan to conduct the meeting in accordance with the agenda and rules of conduct. The principal items of business before the meeting are the election of eight directors, the ratification of the appointment of Ernst & 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 certificate of incorporation to increase the company's authorized shares of common stock. These items are more fully described in our 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.
Kindel Nuño, Corporate Secretary, will serve as the inspector of elections. Before proceeding to the business of the meeting, I would like to introduce our directors and executive officers in attendance at today's meeting. Our current directors in attendance are Scott Thompson, Christopher Cook, Evelyn Dilsaver, Simon Dyer, Cathy Gates, Meredith Siegfried Madden, Richard Neu, and Peter Sachse. Present executive officers of the company also in attendance today are listed on our investor relations website. Also present today is Brandon Rowland from Ernst & Young LLP, the company's current independent auditors. Ms. Nuño will now report on the mailing of the notice of this meeting, the presence of a quorum, and the matters to be voted upon.
This meeting is held pursuant to printed notice mailed on or about March 31st, 2026 to each stockholder of record at the close of business on March 16th, 2026, 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 entitled to vote at this meeting has been available at the company headquarters for the past 10 days and is available at this meeting for examination by any stockholder who has logged into this meeting by clicking the Stockholder List link on their screen. All documents concerning the call and notice of this meeting will be filed with the records of the meeting.
The count of shares present immediately prior to the commencement of this meeting indicated that 200,306,293 shares of the company's common stock. Of these, 210,340,624 shares entitled to vote at this meeting were present by proxy. This is 95.22% of the outstanding voting stock of the company. 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 returned their proxies. I would also like to point out that most of you who returned proxies authorized the persons named in the proxy card, that is myself and Bhaskar Rao, to vote on all proposals coming before the meeting.
At this time, the stockholders that are logged into this annual meeting and wish to vote their shares may do so by clicking on the Vote Here button on your screen. However, we urge stockholders to allow their proxies to stand if they have previously voted. It is now approximately 8:34 A.M., and I declare the polls open for voting. The first matter to be acted upon by the stockholders is the re-election of Mr. Thompson, Mr. Cook, Ms. Dilsaver, Mr. Dyer, Ms. Gates, Mrs. Madden, Mr. Neu, and Mr. Sachse, each to serve for a one-year term expiring on the date of the annual meeting of stockholders of the company in 2027 and until their respective successors are duly elected and qualified. The company has an advance notice bylaw provision, and as a result, the nominations are closed.
We will now move on to the next proposal. The second matter submitted to stockholders for action is the ratification of the appointment of Ernst & Young LLP as independent auditors of the company. I would like to call upon Ms. Dilsaver, Chair of the Audit Committee, for the recommendation of the Audit Committee in this regard.
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 & Young LLP has had substantial opportunity to evaluate their work and has found it to be of consistently high quality. As such, the Audit Committee has recommended Ernst & Young LLP to audit the financial statements of the company and its subsidiaries for the fiscal year ending December 31, 2026. We will now move on to our third proposal.
The third matter to be acted upon by the stockholders is the advisory vote to approve compensation of named executive officers as reported in the proxy statement. This proposal gives stockholders the opportunity to express their views on 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, our executive compensation programs are designed to reward our extended management team, including the named executive officers, for the achievement of specific annual, long-term, and strategic goals and the realization of increased stockholder value. The Human Resources, Capital and Talent 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 fourth proposal.
The fourth matter to be acted upon by the stockholders is the vote to approve the amendment to our amended and restated certificate of incorporation to increase the number of authorized shares of the common stock from 500 million shares to 1 billion shares. As described in the proxy statement, the purpose of the proposal is to provide the company with greater flexibility in considering and planning for future business and financial needs. We believe that it's advantageous for us to have the ability to act promptly with respect to potential opportunities, and 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 future stock splits, as determined by the board to be in the best interest of our stockholders.
We will now enter the Q&A section of the meeting.
The company has not received any questions relevant to the stockholder meeting. We will move to the next agenda topic.
At this time, the polls are closed for voting. It is now approximately 8:38 A.M. I now ask Ms. Nuño to provide the preliminary voting results.
The voting is complete. I have prepared the preliminary report of the Inspector of Elections based on the proxies already received. The final voting results will be presented in a current report on Form 8-K, which will be filed within four business days following the end of the annual meeting of stockholders. With respect to the first item on the agenda, the election of eight directors to serve until the 2027 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 second item on the agenda, the ratification of the appointment of Ernst & Young LLP as independent auditors for the company, more than a majority of the votes were voted for the appointment of Ernst & Young LLP to audit the financial statements of the company and its subsidiaries for the fiscal year ending December 31st, 2026. With respect to the third 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 advisory proposal. With respect to the fourth item on the agenda, the approval of an amendment to increase I'm sorry.
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 a majority of the outstanding shares of common stock of the company have been voted in favor of the approval of the amendment. I hereby declare that the nominees for director have been duly elected. The appointment of Ernst & Young LLP to audit the financial statements of the company and its subsidiaries for the fiscal year ending December 31st, 2026, has been duly ratified. A majority of the votes cast are in favor of approving the compensation of named executive officers. That has been duly noted by the board. The amendment to the company's amended and restated certificate of incorporation to increase the number of authorized shares of common stock to 1 billion shares has been duly approved.
Thank you. This concludes our meeting. We thank you for your confidence in Somnigroup's leadership team and its board of directors. If you have any additional questions, please email the company at investor.relations@somnigroup.com. Following the annual meeting, an appropriate company representative will respond.
This now concludes the meeting. Thank you for attending, and have a wonderful rest of your day.