Somnigroup International (SGI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, with virtual participation and voting options via internet, phone, or mail.

• Key proposals include election of seven directors, ratification of Ernst & Young LLP as independent auditors, and an advisory vote on executive compensation.

• Acquisition of Mattress Firm completed in February 2025, expanding the company’s global reach and operational scale.

• 2024 financials: net sales of $4.9 billion, adjusted EPS of $2.55, and adjusted EBITDA of $923.8 million, outperforming industry peers despite market headwinds.

Voting matters and shareholder proposals

• Proposals: (1) Elect seven directors for one-year terms, (2) Ratify Ernst & Young LLP as auditors for 2025, (3) Advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Majority voting standard applies for uncontested director elections; directors must tender resignation if not receiving majority support.

• Shareholder proposals for 2026 proxy must be submitted by November 26, 2025.

Board of directors and corporate governance

• Board consists of seven members post-2025 meeting, with 38% female and 13% racial/ethnic minority representation.

• All committees (Audit, Human Resources/Capital and Talent, Nominating and Corporate Governance) are composed of independent directors.

• Lead Director role established for independent oversight; annual board and committee self-evaluations conducted.

• Board members possess diverse expertise in finance, operations, governance, and international business.