Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year As discussed in Item 5.07 below, on May 6, 2021, at the 2021 Annual Meeting of Stockholders of Tempur-Sealy International, Inc. (the "Company"), the Company's stockholders approved an amendment to 'ARTICLE IV Capital Stock' of the Company's Amended and Restated Certificate of Incorporation, as amended (as so amended, the "Certificate of Incorporation") to increase the number of authorized shares of common stock of the Company from 300,000,000 to 500,000,000 shares. The authorized preferred stock remains 10,000,000 shares. This increased the aggregate number of shares of all classes of stock that the Company may issue to 510,000,000 shares.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, which was filed with the Secretary of State of the State of Delaware on May 7, 2021, and is attached hereto as Exhibit 3.1 and incorporated herein by reference.




Item 5.07. Submission of Matters to a Vote of Security Holders
(a)            The Company's Annual Meeting of Stockholders was held on May 6, 2021.
(b)            Of the 201,767,857 shares of the Company's common stock outstanding as of the
               record date, 185,007,556 shares were represented at the Annual Meeting.
(c)            The name of each director elected at the meeting and a brief description of each
               other matter voted upon at the meeting is set forth below.

The stockholders (1) elected all of the Company's nominees for director; (2) ratified the appointment of Ernst and Young LLP as the Company's independent auditor for the year ending December 31, 2021; (3) approved, on an advisory basis, the Compensation of the Company's Named Executive Officers; and (4) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 300 million to 500 million. The tabulation of votes for each proposal is as follows:

(1) Election of Directors


                             For            Against        Abstain        Broker Non-Votes
EVELYN S. DILSAVER       164,137,998       6,920,191       73,032            13,876,335
CATHY R. GATES           166,327,388       4,717,453       86,380            13,876,335
JOHN A. HEIL             162,367,354       8,682,794       81,073            13,876,335
JON L. LUTHER            163,854,197       7,196,206       80,818            13,876,335
RICHARD W. NEU           165,961,695       5,088,274       81,252            13,876,335
SCOTT L. THOMPSON        162,681,259       7,902,217       547,745           13,876,335
ROBERT B TRUSSELL, JR    166,339,089       4,712,803       79,329            13,876,335

(2) Ratification of Independent Auditors


        For            Against        Abstain        Broker Non-Votes
    182,641,013       2,277,028       89,515               N/A

(3) Advisory Vote to Approve the Compensation of Named Executive Officers as described in the Company's 2021 Proxy Statement


        For            Against        Abstain        Broker Non-Votes
    165,686,197       5,335,430       109,594           13,876,335

(4) Amendment of the Company's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 300 Million to 500 Million


        For            Against        Abstain        Broker Non-Votes
    179,401,654       5,542,059       63,843               N/A

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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number                 Description
                         Second Certificate of Amendment to the Amended and Restated Certificate of
3.1                    Incorporation
104                    Cover page interactive data file (embedded within the Inline XBRL document).

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