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

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Appointment of J. Mitchell Dolloff as Chief Executive Officer

On November 9, 2021, the Board of Directors appointed J. Mitchell Dolloff as Chief Executive Officer of the Company, effective January 1, 2022. Mr. Dolloff, age 55, will continue to serve as President of the Company.

Mr. Dolloff joined Leggett in 2000 in the Mergers & Acquisitions department, transitioned to operations, and has successfully led various of our operations for the past two decades, including our global Automotive business and, more recently, our global Bedding business. Mr. Dolloff was appointed President of the Automotive Asia Division in 2011 and President of the Automotive Group in 2014. He became Senior Vice President and President of the Specialized Products segment in 2016 and was appointed Executive Vice President and President of the Specialized Products and Furniture Products segments in 2017. Mr. Dolloff transitioned to Chief Operating Officer in 2019 and assumed the role of President of the Bedding Products segment in 2020 through August of this year. He joined the Board of Directors in 2020.

In connection with his appointment, Mr. Dolloff will cease serving as Chief Operating Officer, effective January 1, 2022.

Mr. Dolloff's compensation will be adjusted in connection with his appointment, as disclosed below. He will serve as President and CEO of the Company until his death, resignation, retirement or removal, or until his successor is appointed. Mr. Dolloff has no family relationships with any director or other executive officer of the Company and has no related person transactions with the Company.

Retirement of Karl G. Glassman as CEO and Appointment as Executive Chairman

On November 9, 2021, Karl G. Glassman notified the Company of his decision to retire as Chief Executive Officer, effective December 31, 2021. Upon receiving this notification, the Board appointed Mr. Glassman, age 63, to the position of Executive Chairman of the Board of Directors, to become effective January 1, 2022. As Executive Chairman, Mr. Glassman will continue to serve as an executive officer of the Company. Except as disclosed below, all compensatory or other agreements with Mr. Glassman remain unchanged.

Approval of 2022 Base Salaries for CEO and Executive Chairman

On November 9, 2021, the Human Resources and Compensation Committee of the Board of Directors (the "Committee") and the independent directors of the Board of Directors approved the annual rate for the 2022 base salaries for Mr. Dolloff and Mr. Glassman as follows:





                                                  2021 Annual Base           2022 Annual Base
Named Executive Officers                            Salary Rate                Salary Rate
J. Mitchell Dolloff, President & COO
(President & CEO, effective 1/1/2022)            $          800,000         $        1,120,000
Karl G. Glassman, Chairman & CEO
(Executive Chairman, effective 1/1/2022)         $        1,225,000         $          750,000

The base salaries of the Company's other executive officers are expected to be reviewed by the Committee in February 2022.





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Approval of 2022 Target Percentages under the Key Officers Incentive Plan for CEO and Executive Chairman

The Company's executive officers are eligible to receive an annual cash incentive for 2021 under the 2020 Key Officers Incentive Plan ("KOIP") (filed February 19, 2020 as Exhibit 10.1 to the Company's Form 8-K) in accordance with the 2021 KOIP Award Formula (filed as Exhibit 10.2 to the Company's Form 8-K filed February 24, 2021). The Company's executive officers, including Mr. Dolloff and Mr. Glassman, are expected to be eligible to receive an annual cash incentive under the KOIP for 2022. The cash award for 2021 is, and for 2022 is expected to be, calculated by multiplying the executive's 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 2021 KOIP Award Formula established two performance criteria: (i) Return on Capital Employed (60% Relative Weight), and (ii) Cash Flow or Free Cash Flow for certain executives (40% Relative Weight). The 2022 KOIP Award Formula is expected to be established by the Committee in February 2022. The 2021 Target Percentages, as well as the 2022 Target Percentages (which were approved by the Committee and the independent directors of the Board of Directors on November 9, 2021) for Mr. Dolloff and Mr. Glassman are shown in the following table.





                                                          2021 KOIP             2022 KOIP
                                                            Target                Target
Named Executive Officers                                  Percentage            Percentage
J. Mitchell Dolloff, President & COO (President &
CEO, effective January 1, 2022)                                   100 %                 125 %
Karl G. Glassman, Chairman & CEO (Executive
Chairman, effective January 1, 2022)                              125 %                 100 %

The Target Percentages of the Company's other executive officers are expected to be set by the Committee in February 2022. Attached and incorporated by reference as Exhibit 10.1 is the Company's updated Summary Sheet of Executive Cash Compensation .

Setting of Long-Term Incentive Award Multiples for CEO and Executive Chairman for 2022

Equity-based long-term incentive ("LTI") awards are expected to be granted to our executives in February 2022. Each executive officer is expected to receive an LTI award multiple (set by senior management and approved by the Committee), which, except for the Executive Chairman, is expected to be allocated between performance stock units ("PSUs") making up 67% of the overall LTI award and restricted stock units ("RSUs") making up 33% of the overall LTI award. Mr. Glassman, as Executive Chairman, is expected to receive 100% of his 2022 LTI award in RSUs. The number of PSUs and/or RSUs granted to each executive is expected to be determined by multiplying the executive's annual base salary by his or her respective LTI award multiple and dividing this amount by the average closing price of the Company's common stock for the 10 trading days following the applicable fourth quarter earnings release. Below are the 2021 LTI award multiples set by the Committee on February 23, 2021, and the 2022 LTI award multiples approved by the Committee and the independent directors of the Board of Directors on November 9, 2021, for Mr. Dolloff and Mr. Glassman:





                                                             2021 LTI         2022 LTI
Named Executive Officers                                     Multiple         Multiple

J. Mitchell Dolloff, President & COO (President & CEO, effective January 1, 2022)

                                         343 %            400 %

Karl G. Glassman, Chairman & CEO (Executive Chairman, . . .

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

Year.

On November 9, 2021, the Board of Directors of the Company, on recommendation of the Nominating, Governance & Sustainability Committee, approved an amendment to Section 1.2 Business at Annual Meetings of the Company's Bylaws. The amendment expands the disclosure requirements in a shareholder notice proposing business to be brought before an annual shareholder meeting to apply to the shareholder giving the notice, the beneficial owner on whose behalf the proposal is being made, and any





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affiliate or associate acting in concert with the shareholder or beneficial owner. Prior to the amendment, the disclosure requirements below only applied to the shareholder, except for (i) and (iv) below which applied to both the shareholder and beneficial owner. The disclosure requirements include:





  (i) the name, address and the number of shares owned;




  (ii) any Derivative Instruments (as more broadly defined in the Bylaws) owned;




    (iii) any proxy, contract, arrangement or understanding pursuant to which
          Company common stock is voted;




    (iv) any Short Interest (as more broadly defined in the Bylaws) to which the
         party is involved;




  (v) any Company dividend rights beneficially owned;




    (vi) any proportionate interest in Company common stock or Derivative
         Instruments held, directly or indirectly, by a general or limited
         partnership in which the party is a general partner or beneficially owns
         an interest in a general partner; and




    (vii) any performance-related fees (other than asset-based fees) to which the
          party is entitled which is based on an increase or decrease in the value
          of Company common stock or Derivative Instruments.

Item 7.01 Regulation FD Disclosure.

The Company issued a Press Release , dated November 9, 2021, regarding the management changes described above, which is attached hereto and incorporated herein as Exhibit 99.1.

This information is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference into any document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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