Somnigroup International (SGI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, with virtual participation and voting options via internet, phone, or mail.

• Four key proposals: election of eight directors, ratification of Ernst & Young LLP as auditors, advisory say-on-pay vote, and amendment to increase authorized common stock to 1 billion shares.

• Board recommends voting FOR all proposals; only common stockholders as of March 16, 2026, may vote.

• Company achieved $7.5 billion in net sales, $2.70 adjusted EPS, and $1.4 billion adjusted EBITDA in 2025, outperforming industry peers despite market headwinds.

Voting matters and shareholder proposals

• Proposal 1: Elect eight directors for one-year terms; majority vote required.

• Proposal 2: Ratify Ernst & Young LLP as independent auditors for 2026; majority vote required.

• Proposal 3: Advisory vote to approve executive compensation; majority vote required.

• Proposal 4: Amend Certificate of Incorporation to increase authorized common stock from 500 million to 1 billion; majority of outstanding shares required.

• Board unanimously recommends FOR all proposals.

• Shareholder proposals for 2027 proxy must be received by December 1, 2026.

Board of directors and corporate governance

• Board consists of a majority of independent directors per NYSE rules; all committee members are independent.

• Board held seven meetings in 2025; all directors attended at least 75% of meetings.

• Lead Director role established for independent oversight; regular executive sessions held.

• Board diversity emphasized, with directors bringing varied backgrounds in finance, operations, and international business.

• Proxy access and related party transaction policies in place.