Somnigroup International (SGI) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, to be held virtually for shareholder participation.

• Shareholders are invited to vote on key proposals, including director elections, auditor ratification, executive compensation, and a capital structure amendment.

Voting matters and shareholder proposals

• Election of eight directors is on the ballot, with all nominees recommended by the board.

• Ratification of Ernst & Young LLP as independent auditors for the year ending December 31, 2026.

• Advisory vote to approve compensation of named executive officers.

• Proposal to amend the certificate of incorporation to increase authorized common stock from 500,000,000 to 1,000,000,000 shares.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Eight director nominees are presented for election, including Christopher T. Cook, Evelyn S. Dilsaver, Simon John Dyer, Cathy Rogers Gates, Meredith Siegfried Madden, Richard W. Neu, Peter R. Sachse, and Scott L. Thompson.