Sleep Number Corporation (SNBR)
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AGM 2026

May 21, 2026

Phillip Eyler
Chair of the Board of Directors, Sleep Number Corporation

Good morning. Welcome to the Sleep Number Corporation Annual Meeting of Shareholders. I'm Phillip Eyler, Chair of the Board of Directors. Thank you for attending our Annual Meeting today. I'd like to call the 2026 Annual Shareholder Meeting to order. I'm here with Linda Findley, President and Chief Executive Officer, Amy O'Keefe, Chief Financial Officer, and Sam Hellfeld, Chief Legal and Risk Officer.

We're also joined today by our full Board of Directors, Executive Management Team, and a Representative from Deloitte, our independent auditor. I'd like to start by thanking our retiring Director, Hilary Schneider, for her service and leadership as former Chair of the Management Development and Compensation Committee. As we detailed in our Proxy Statement , the Board has refreshed its composition, reduced its size, and put forth several proposals to enhance its corporate governance. I'm pleased now to introduce Linda Findley, President and Chief Executive Officer.

Linda Findley
President and CEO, Sleep Number Corporation

Thank you, Phil. As I reflect on my one-year anniversary as CEO, I want to step back for a moment. When I joined Sleep Number, I saw a powerful brand, a compelling mission, and a deeply committed team. I also saw a cost structure, product offering, marketing approach, and balance sheet that limited long-term performance. Over the past year, we've taken meaningful steps to address those challenges, reducing costs, modernizing our marketing, and executing the most significant product reset we've had in years. Our capital structure is the final major piece of the turnaround that we're focused on solving. With the additional short-term liquidity and covenant relief provided by our existing lender group in April, we've remained focused on securing a long-term capital solution and are moving through the process of evaluating a range of strategic and financing options to maximize stakeholder value.

Before I turn it over to Sam, I want to add my thanks to Hilary for her Board service and thank our Sleep Number team members for their focus and dedication. I'm grateful for your work and proud of the resilience you show every day. I'll now turn it over to Sam.

Sam Hellfeld
Chief Legal and Risk Officer, Sleep Number Corporation

Thanks, Linda. I'm Sam Hellfeld, Chief Legal and Risk Officer. I will serve as Secretary for this meeting. For today's meeting, we will first cover the formal shareholder business and voting and then conclude with a question-and-answer session. Shareholders with valid control numbers may submit questions through our virtual meeting site at this time. Our record date was March 23, 2026. We had 23,041,012 shares outstanding and entitled to vote at this meeting. Holders of common stock are entitled to one vote for each share held. Notice of this meeting was mailed or emailed to shareholders of record on or about April 8th, 2026. Holders of more than 77% of our outstanding shares are represented at this meeting. Accordingly, a quorum is present pending the final confirmation by the Inspector of Elections. Tony Carideo from The Carideo Group has been appointed to serve as our independent Inspector of Elections.

Mr. Carideo has signed the oath of inspector, and the oath will be placed in the corporate record books. We will now present the matters to be voted on by shareholders, and then the polls will be closed. The first proposal to be voted on is the Election of Directors. The Board has nominated Phillip Eyler, Julie Howard, and Angel Mendez, each to serve a three-year term expiring at the 2029 Annual Meeting, subject to the shareholder vote on the proposal to declassify the Board. Our second proposal is a vote to approve amendments to our articles of incorporation and our bylaws to declassify the Board of Directors. Our third proposal is a vote to amend our articles to eliminate the supermajority voting requirements in Article XIV related to Directors.

Our fourth proposal is a vote to amend our articles to eliminate the supermajority voting requirements in Article XV related to approval of certain transactions. Note that Proposals 2, 3, and 4 each require the affirmative vote of 2/3 of all outstanding shares in order to pass in accordance with our charter. This two-thirds supermajority voting requirement only applies to Proposals 2, 3, and 4 and not the other proposals to be voted on this year. Our fifth proposal is the advisory vote to ratify the appointment of Deloitte & Touche to serve as the company's independent auditors for the 2026 fiscal year.

Our sixth proposal is the advisory vote to approve our executive compensation, also known as Say on Pay. Our seventh proposal is to approve the amendment of the company's 2020 Equity Incentive Plan to increase the number of shares reserved for issuance by 750,000 shares. That concludes the items to be voted on by shareholders. We will be closing the polls momentarily. Based on a preliminary count of the votes received in advance of this meeting, each of the Board's Nominees for Directors received the affirmative vote of more than 87% of the shares voted, with an average affirmative vote of more than 89.6% across the slate. Proposal 2, the vote to amend our articles and bylaws to declassify the B oard, has not been approved by the requisite 2/3 of the shares outstanding as of the record date.

Proposal 3, the vote to amend our articles to eliminate the supermajority voting requirement in Article XIV related to Directors. 4, the vote to amend our articles to eliminate the supermajority voting requirement in Article XV related to the approval of certain transactions, also has not been approved by the requisite 2/3 of the shares outstanding as of the record date. Proposal 5, the advisory vote on the ratification of our independent auditors, has been approved by more than 98% of the requisite votes. Proposal 6, the advisory on executive compensation, has been approved by more than 84% of the requisite votes.

Proposal 7, to amend the 2020 Equity Incentive Plan to increase the number of shares reserved by 750,000 shares, has been approved by more than 68% of the requisite votes. We will report the official results of the meeting on a Form 8-K filed with the SEC promptly after the election is certified by the Independent Inspector. With that, all items of business have been presented.

The polls are now closed, and the formal portion of our meeting is now adjourned. We will now open the meeting to questions. As I noted at the top of the meeting, shareholders with valid control numbers may submit questions through our virtual meeting site. Please note that responses to any questions today may include certain forward-looking statements. These forward-looking statements are subject to risks and uncertainties outlined in our public filings. The company's actual future results may vary materially. Please also note that we may not answer all questions. We may follow up directly with shareholders with respect to questions submitted. Looking at the virtual meeting site, no questions have been submitted. We'll hold the site open a bit longer. Okay, checked again. No questions were submitted at this time. Our Q&A session is now concluded. Thank you for joining us. The meeting is now adjourned.

Operator

Thank you. The conference has now concluded. You may disconnect your lines at this time. Thank you.

Linda Findley
President and CEO, Sleep Number Corporation

Thank you.

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