Sleep Number (SNBR) Proxy filing summary

Executive summary

• Leadership transition in April 2025 focused on operational streamlining, cost reduction of $136 million compared to 2024, and extension of bank agreement through 2027.

• Launched "Sleep Number Shifts" strategy to reposition the brand, simplify product offerings, reshape marketing, and expand distribution channels.

• Board and management are committed to enhancing governance, with several proposals requiring two-thirds shareholder approval.

• Annual Meeting scheduled for May 21, 2026, to be held virtually.

Voting matters and shareholder proposals

• Election of three directors for three-year terms.

• Proposals to declassify the Board, eliminate supermajority voting requirements for directors and certain transactions, ratify Deloitte & Touche LLP as independent auditors, approve executive compensation (Say on Pay), and amend the 2020 Equity Incentive Plan to add 750,000 shares.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board reduced from 12 to 7 members since 2025, with ongoing refreshment and diversity in skills, gender, and experience.

• Board structure changes proposed: declassification and annual elections starting 2027, subject to shareholder approval.

• Majority of directors are independent; separation of Chair and CEO roles maintained.

• Three standing committees: Audit, Compensation, and Corporate Governance & Nominating.

• Regular board and committee evaluations, with independent third-party facilitation as needed.