Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Compensation Committee Approves 2021 Base Salaries for Named Executive Officers

On February 23, 2021, upon the recommendation of the senior management team, the Compensation Committee of the Board of Directors (the "Committee") approved the annual rate for the 2021 base salaries for our principal executive officer, principal financial officer, and other named executive officers, as provided below. Certain of Mr. Henderson's compensation is included throughout this report because he is expected to be a named executive officer in the Company's definitive proxy statement to be filed for the 2021 annual meeting of shareholders.





                                                              2020
                                                             Annual              2021
                                                              Base           Annual Base
                                                             Salary             Salary
Named Executive Officers1                                     Rate2              Rate
Karl G. Glassman, Chairman & CEO                           $ 1,225,000       $  1,225,000
J. Mitchell Dolloff, President & COO, President -
Bedding Products                                           $   700,000       $    800,000
Jeffrey L. Tate, EVP & CFO                                 $   570,000       $    600,000

Steven K. Henderson, EVP, President - Specialized Products and Furniture, Flooring & Textile Products $ 530,000 $ 541,000 Scott S. Douglas, SVP - General Counsel & Secretary $ 450,000 $ 480,000






1   Perry E. Davis, former EVP, President - Residential Products & Industrial
    Products (SVP - Operations, 1/1/2020 through 2/7/2020) retired February 7,
    2020. Prior to his retirement, Mr. Davis received a base salary at the annual
    base rate of $530,000. Matthew C. Flanigan, former EVP & CFO, retired
    December 31, 2019.


2   The 2020 annual base salary rates were originally approved by the Committee
    on November 4, 2019. Because of various cost-cutting measures adopted by the
    Company in response to the economic downturn and uncertainty caused by the
    COVID-19 pandemic, the rates were reduced, effective April 12, 2020, by 50%.
    On June 29, 2020, effective July 5, 2020, the annual base salary rates were
    reinstated to their original levels.

Compensation Committee Sets 2021 Target Percentages under the Key Officers Incentive Plan

Except as noted below, the named executive officers will be eligible to receive an annual cash incentive under the 2020 Key Officers Incentive Plan (the "KOIP"), which was filed February 19, 2020 as Exhibit 10.1 to the Company's Form 8-K. Each executive's cash award is to be calculated by multiplying his annual base salary at the end of the KOIP plan year by a percentage set by the Committee (the "Target Percentage"), then applying the award formula adopted by the Committee for that year. The Award Formula in 2020 and 2021 established two performance criteria: (i) Return on Capital Employed ("ROCE") (60% Relative Weight), and (ii) Cash Flow, or Free Cash Flow ("FCF") for Mr. Henderson (40% Relative Weight). The Target Percentages for 2020 and 2021 for the principal executive officer, principal financial officer, and other named executive officers are shown in the following table.





                                       2

--------------------------------------------------------------------------------


                                                          2020 KOIP             2021 KOIP
                                                            Target                Target
Named Executive Officers1                                 Percentage            Percentage
Karl G. Glassman, Chairman & CEO                                  120 %                 125 %
J. Mitchell Dolloff, President & COO, President -
Bedding Products                                                  100 %                 100 %
Jeffrey L. Tate, EVP & CFO                                         80 %                  80 %
Steven K. Henderson, EVP, President - Specialized
Products and Furniture, Flooring & Textile
Products                                                           80 %                  80 %
Scott S. Douglas, SVP - General Counsel &
Secretary                                                          60 %                  70 %




1   Perry E. Davis, former EVP, President - Residential Products & Industrial
    Products (SVP - Operations, 1/1/2020 through 2/7/2020) retired February 7,
    2020. Matthew C. Flanigan, former EVP & CFO, retired December 31, 2019.
    Neither Mr. Davis nor Mr. Flanigan participated in the KOIP in 2020 or 2021.

Attached and incorporated herein by reference as Exhibit 10.1 is the Company's updated Summary Sheet of Executive Cash Compensation .

Adoption of 2021 Award Formula under the Company's Key Officers Incentive Plan

Our executive officers earn an annual cash incentive paid under the KOIP, based on achieving certain performance objectives for the year. On February 23, 2021 the Committee adopted the 2021 Award Formula (the "2021 KOIP Award Formula") under the KOIP. The 2021 KOIP Award Formula is applicable to the Company's executive officers, including the named executive officers listed below. Under the 2021 KOIP Award Formula, an executive officer is eligible to receive a cash award calculated by multiplying his or her annual base salary at the end of the year by the Target Percentage, then applying weighted achievement percentages for the Performance Objectives. Corporate Participants and Profit Center Participants have separate award calculations based on factors defined in the 2021 KOIP Award Formula as follows:





                                                                              Relative
Participant Type1                           Performance Objectives             Weight
Corporate Participants                Return on Capital Employed (ROCE)              60 %
(Glassman, Dolloff, Tate & Douglas)   Cash Flow                                      40 %
Profit Center Participant             ROCE                                           60 %
(Henderson)                           Free Cash Flow (FCF)                           40 %




1   Perry E. Davis and Matthew C. Flanigan have retired from the Company. As
    such, neither will participate under the 2021 KOIP Award Formula.

Corporate Participants. Karl G. Glassman (Chairman & CEO), J. Mitchell Dolloff (President & COO, President - Bedding Products), Jeffrey L. Tate (EVP & CFO) and Scott S. Douglas (SVP - General Counsel & Secretary) are Corporate Participants. Awards for Corporate Participants are determined by the Company's aggregate 2021 financial results. No awards will be paid for ROCE achievement below 30.5% or Cash Flow below $375 million. The maximum payout percentage for ROCE and Cash Flow achievement is capped at 150%.





                                       3

--------------------------------------------------------------------------------

Below are the 2021 Corporate Targets and Payout Schedule. Payouts will be interpolated for achievement levels falling between those in the schedule. Financial results from acquisitions are excluded from the calculations in the year of acquisition. Financial results from divestitures will be included in the calculations; however, the ROCE and Cash Flow targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations. Financial results will exclude (i) certain currency and hedging-related gains and losses; (ii) gains and losses from asset disposals; and (iii) items that are outside the scope of the Company's core, on-going businesses.

ROCE and Cash Flow are adjusted for all items of gain, loss or expense for the fiscal year, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial statements in the Company's 2020 10-K; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle.



                                      2021

                     Corporate Targets and Payout Schedule



         ROCE                                    Cash Flow
Achievement    Payout                    Achievement        Payout
  <30.5%             0 %                <$        375M            0 %
   30.5%            50 %    Threshold    $        375M           50 %
   37.5%           100 %     Target      $        450M          100 %
   44.5%           150 %     Maximum     $        525M          150 %

Profit Center Participants. Steven K. Henderson (EVP, President - Specialized Products & Furniture, Flooring & Textile Products) is a Profit Center Participant. Achievement for ROCE and FCF targets for Profit Center Participants is determined by aggregate 2021 financial results for the profit centers for which the participant is responsible. For Profit Center Participants, no awards are paid for achievement below 75% of the ROCE and FCF targets. The ROCE and FCF payouts are each capped at 150%.

Below are the 2021 Profit Center Targets and Profit Center Payout Schedule for Mr. Henderson. Payouts will be interpolated for achievement levels falling between those in the schedule. Financial results for each profit center may . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On February 24, 2021, the Board of Directors of the Company, on recommendation of the Nominating & Corporate Governance Committee, approved an amendment to, and restatement of, the Company's Bylaws, to be effective the same day. Prior to the amendment, the Bylaws provided that annual and special shareholder meetings may be held on such dates, at such times, and at such places, either within or without the State of Missouri as determined by the Board of Directors. In addition to the existing language, the Bylaws have been amended to provide that annual and special meetings of shareholders may also be held by means of remote communication, or by both in person meeting and by remote communication. The Bylaws were also amended to provide that notices to shareholders regarding annual or special meetings shall provide for the means of remote communication, if any.

The preceding summary is qualified in its entirety by reference to the Bylaws, as amended through February 24, 2021. The Bylaws, as amended, and a copy of the Bylaws marked to show changes from the prior provisions, are included as

Exhibit 3.2.1 and Exhibit 3.2.2 , respectively, to this Form 8-K and are incorporated herein by reference.

© Edgar Online, source Glimpses