SEC Form 8-K filed by Leggett & Platt Incorporated

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 25, 2025

LEGGETT & PLATT, INCORPORATED

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code 417-358-8131

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Director Retirements

On February 25, 2025, Mark A. Blinn and Manuel A. Fernandez each notified the Company of their respective decisions to retire as a director of the Company effective immediately prior to the beginning of the 2025 annual shareholder meeting, which currently is expected to be held on May 7, 2025. As such, neither Mr. Blinn nor Mr. Fernandez will stand for re-election at the 2025 annual shareholders meeting. As a result, the Board, in accordance with Section 2.1 of the Bylaws, reduced the number of directors from ten to eight, to be effective upon the retirement of the directors.

Approval of 2025 Base Salaries for Named Executive Officers

On February 25, 2025, the Human Resources and Compensation Committee of the Board of Directors (the “Committee”) approved the following 2025 annual base salary rates for our principal executive officer, principal financial officer, and other named executive officers, except as provided below:

2

Setting of 2025 Target Percentages under the Key Officers Incentive Plan for Named Executive Officers

Except as provided below, the named executive officers will be eligible to receive an annual cash incentive under the Key Officers Incentive Plan (the “KOIP”), which was filed February 28, 2024 as Exhibit 10.2 to the Company’s Form 8-K. Each executive’s cash award is to be calculated by multiplying his or her annual base salary at the end of the KOIP plan year by a percentage set by the Committee (the “Target Percentage”), then applying the award formula adopted by the Committee for that year. The Award Formula in 2025 establishes two performance criteria: (i) Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) (65% Relative Weight), and (ii) Cash Flow, or the alternative of Free Cash Flow (“FCF”) for Mr. Hagale and Mr. Smith (35% Relative Weight). The Target Percentages for 2025 for the principal executive officer, principal financial officer, and other named executive officers were set on February 25, 2025, and are shown in the following table:

Attached and incorporated herein by reference as Exhibit 10.1 is the Company’s updated Summary Sheet of Executive Cash Compensation.

3

Adoption of 2025 Award Formula under the Company’s Key Officers Incentive Plan

Our executive officers can earn an annual cash incentive paid under the KOIP, based on achieving certain performance objectives for the year. On February 25, 2025, the Committee adopted the 2025 Award Formula (the “2025 KOIP Award Formula”) under the KOIP. The 2025 KOIP Award Formula is applicable to the Company’s executive officers, including Messrs. Glassman, Burns, Hagale, and Smith, and Ms. Davis. Under the 2025 KOIP Award Formula, an executive officer is eligible to receive a cash award calculated by multiplying his or her annual base salary at the end of the year by the Target Percentage, then applying weighted achievement percentages for the Performance Objectives. Corporate Participants and Profit Center Participants have separate award calculations based on factors defined in the 2025 KOIP Award Formula, as follows:

Corporate Participants. Messrs. Glassman and Burns, and Ms. Davis are Corporate Participants. Awards for Corporate Participants are determined by the Company’s aggregate 2025 financial results. No awards will be paid for EBITDA achievement below $325.04 million or Cash Flow below $232.8 million. The maximum payout percentages for EBITDA and Cash Flow achievement are each capped at 200%.

Below are the 2025 Corporate Targets and Payout Schedule. Payouts will be interpolated for achievement levels falling between those in the schedule. Financial results from acquisitions are excluded from the calculations in the year of acquisition. Financial results from divestitures will be included in the calculations; however, the EBITDA and Cash Flow targets relating to the divested businesses will be prorated to reflect only that portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations. Financial results will exclude (i) certain currency and hedging-related gains and losses, (ii) gains and losses from asset disposals, and (iii) items that are outside the scope of the Company’s core, on-going business activities, including changes to the Company’s capital allocation priorities and related uses of cash. EBITDA and Cash Flow are adjusted for all items of gain, loss, or expense for the fiscal year, as determined in accordance with GAAP, (i) from non-cash impairments, (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 2024 Form 10-K, (iii) related to the disposal of a segment of a business, or (iv) related to a change in accounting principle.

Profit Center Participants. Messrs. Hagale and Smith are Profit Center Participants. Achievement for EBITDA and FCF targets for Profit Center Participants is determined by aggregate 2025 financial results for the Profit Centers for which the participant is responsible. For Profit Center Participants, no awards are paid for achievement below the established EBITDA and FCF thresholds. The EBITDA and FCF payouts are each capped at 200%.

Below are the 2025 Profit Center Targets for Messrs. Hagale (Bedding Products) and Smith (combined Specialized Products and Furniture, Flooring & Textile Products). Payouts will be interpolated for achievement levels falling between those in the schedule. Financial results for each profit center may include a critical compliance adjustment, ranging from a potential 5% increase for exceptional safety

4

performance to a 20% deduction for critical compliance failures. Financial results from acquisitions are excluded from the calculations in the year of acquisition. Financial results from divestitures will be included in the calculations; however, the EBITDA and FCF targets relating to the divested businesses will be prorated to reflect only the portion of the year prior to the divestiture. Financial results from businesses classified as discontinued operations will be included in the calculations.

Financial results will exclude (i) results from non-operating branches, (ii) certain currency and hedging-related gains and losses, (iii) gains and losses from asset disposals, (iv) items that are outside the scope of the Company’s core, on-going business activities or relating to any other special events or change in business conditions, including changes to the Company’s capital allocation priorities and related uses of cash, and (v) the impact of corporate allocations. EBITDA and FCF are adjusted for all items of gain, loss, or expense for the fiscal year, as determined in accordance with GAAP, (i) from non-cash impairments, (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 2024 Form 10-K, (iii) related to the disposal of a segment of a business, or (iv) related to a change in accounting principle.

The definitions of EBITDA, Cash Flow and Free Cash Flow and a sample calculation are included in the 2025 KOIP Award Formula, which is attached and incorporated herein by reference as Exhibit 10.2.

Setting of Long-Term Incentive Award Multiples for Named Executive Officers

Each year, equity-based long-term incentive (“LTI”) awards are granted to our named executive officers and other executives of the Company. Each named executive officer has an LTI award multiple (approved by the Committee), which is allocated between performance stock units (“PSUs”) making up 60% of the overall 2025 LTI award and restricted stock units (“RSUs”) making up 40% of the overall 2025 LTI award. The number of PSUs and RSUs to be granted to each executive is determined by multiplying the executive’s 2025 annual base salary by his or her respective LTI award multiple and dividing this amount by the average closing price of the Company’s common stock for the 10 trading days following the 2024 fourth quarter earnings release. Below are the 2025 LTI award multiples set by the Committee on February 25, 2025, and the 2024 LTI award multiples set by the Committee on February 26, 2024, for our named executive officers:

5

The PSUs will be granted pursuant to the Company’s 2025 Form of Performance Stock Unit Award Agreement, attached hereto and incorporated herein by reference as Exhibit 10.4. The RSUs will be granted pursuant to the Company’s 2021 Form of Restricted Stock Unit Award Agreement, filed February 24, 2021 as Exhibit 10.6 to the Company’s Form 8-K, which is incorporated herein by reference.

Adoption of the Company’s Form of Performance Stock Unit Award Agreement

On February 26, 2025, the Committee adopted the Company’s Form of Performance Stock Unit Award Agreement for 2025 (the “2025 Form of PSU Award”). The Committee set the performance criteria in the 2025 Form of PSU Award to include two performance objectives. The executives’ base payout percentage will be determined by the level of achievement of the performance objectives, but will be adjusted by applying a multiplier based on Relative TSR. The payout percentage is capped at 200%.

EBITDA. Fifty percent (50%) of the award will be based on the Company’s cumulative Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) during the three-year Performance Period.

ROIC. Fifty percent (50%) of the award will be based on the Company’s Return on Invested Capital (“ROIC”) during the three-year Performance Period. ROIC is calculated as (i) the Company’s average net operating profit after tax in the first, second, and third years of the Performance Period divided by (ii) the Company’s average Invested Capital on the last day of the fiscal year immediately preceding the Performance Period and the last day of the first, second, and third years of the Performance Period. “Invested Capital” is the sum of shareholder equity, long-term debt, and short-term debt, less cash and cash equivalents.

Relative TSR Multiplier. The combined EBITDA and ROIC results are subject to a payout multiplier based upon the Company’s Total Shareholder Return (“TSR”) compared to a peer group consisting of all the companies in the Industrial, Consumer Discretionary, and Materials sectors of the S&P 500 and S&P 400 (“Relative TSR”). TSR is calculated as:

(Ending Stock Price – Beginning Stock Price + Reinvested Dividends) / Beginning Stock Price

The “Beginning Stock Price” is the average closing share price of Company’s stock for the last 20 trading days prior to the Performance Period. The “Ending Stock Price” is the average closing share price of the Company’s stock for the last 20 trading days within the Performance Period. There is a 25% reduction (a multiplier of 0.75) in the payout if the Company’s Relative TSR ranks in the bottom quartile, a 25% increase (a multiplier of 1.25) if the Company’s Relative TSR ranks in the top quartile, and an adjustment determined on a linear basis if the Company’s Relative TSR ranks in between these levels. The Relative TSR multiplier cannot be applied to make the award’s total payout exceed the maximum 200%, and, if the Company’s absolute TSR for the Performance Period is negative (Ending Stock Price plus Reinvested Dividends is less than Beginning Stock Price), application of the Relative TSR multiplier may not increase the Award’s total payout above 100%.

The base payout percentage is determined by the level of achievement of EBITDA and ROIC according to the schedules below.

Payouts will be interpolated for results falling between the levels shown. The base payout percentage will be adjusted by applying the Relative TSR multiplier as determined by the Company’s Relative TSR percentage during the Performance Period according to the following schedule:

The multiplier will be interpolated for results falling between the levels shown. The terms and conditions related to the calculations of EBITDA and ROIC can be found in the 2025 Form of PSU Award attached hereto and incorporated herein as Exhibit 10.4.

General Terms and Conditions

The PSUs normally vest on the last day of the Performance Period. Generally, if the executive has a separation from service, other than for retirement, death, or disability, before the PSUs vest, they are immediately forfeited. In the event of retirement, the award will vest at the end of the Performance Period and will be prorated for the number of days during the Performance Period from the beginning of the Performance Period until retirement. Retirement is defined as a termination other than for cause occurring on or after age 65, or the combination of the executive’s age and years of service being greater than or equal to 70 years. In the case of termination due to death or disability, the award will vest immediately at 100% of the base award.

Fifty percent (50%) of the vested PSU award will be paid out in cash, and the Company intends to pay out the remaining fifty percent (50%) in shares of Company common stock, although the Company reserves the right, except for distributions to persons subject to Section 16 of the Securities Exchange Act of 1934, as amended, to pay up to one hundred percent (100%) in cash. The awards will be paid following the end

6

of the Performance Period but no later than March 15 of the year following the Performance Period. Cash will be paid equal to the number of vested PSUs multiplied by the closing market price of Company common stock on the last business day of the Performance Period. Shares will be issued on a one-to-one basis for vested PSUs. Both the amount of cash paid, and number of shares issued, will be reduced for applicable tax withholding. PSUs may not be transferred, assigned, pledged, or otherwise encumbered, and have no voting or dividend rights.

Under certain circumstances, if a change in control of the Company occurs and the executive’s employment is terminated, the PSU award will vest and the executive will receive a 200% payout. Also, any award to the Company’s officers who are subject to Section 16 under the Securities Exchange Act of 1934 is subject to the terms of the Company’s Incentive Compensation Recovery Policy, which provides for the repayment of any incentive compensation amount paid in excess of the amount that would have been paid based on restated financials or stock price. Finally, the PSU awards contain non-competition and non-solicitation covenants during employment and generally for one year after payout.

The foregoing is only a summary of the 2025 Form of Performance Stock Unit Award Agreement and is qualified in its entirety by reference to the 2025 Form of PSU Award, which is filed as Exhibit 10.4 to this Form 8-K and is incorporated herein by reference.

Grant of Performance Stock Units

On February 28, 2025, the Company granted PSU awards to our named executive officers under the 2025 Form of PSU Award. The number of PSUs granted to the executive was determined by multiplying the executive’s 2025 annual base salary by 60% of the LTI award multiple (approved by the Committee) and dividing this amount by the average closing share price of the Company’s common stock for the 10 trading days following the prior year fourth quarter earnings release. The PSUs were granted to our named executive officers in the amounts shown below:

Grant of Restricted Stock Units

On February 28, 2025, the Company granted RSUs to our named executive officers in the amounts shown below. The number of RSUs granted to each executive was determined by multiplying the executive’s 2025 annual base salary by 40% of the LTI award multiple (approved by the Committee) and dividing this amount by the average closing share price of the Company’s common stock for the 10 trading days following the prior year fourth quarter earnings release.

7

The RSUs generally vest, provided that the executive remains employed with the Company, in one-third (1/3) increments on the first, second, and third anniversaries of the grant date. In the event of retirement, the RSUs continue to vest on each of the vesting dates. In the event of death or disability, the RSUs vest immediately. Upon vesting, each RSU is converted into one share of Company common stock and distributed, subject to reduction for required tax withholding.

For the general terms and conditions of the RSU award, reference is made to the 2021 Form of Restricted Stock Unit Award Agreement, filed February 24, 2021 as Exhibit 10.6 to the Company’s Form 8-K and is incorporated herein by reference.

The PSU and RSU awards are granted under the Company’s Flexible Stock Plan, as amended and restated effective May 8, 2024, filed March 28, 2024 as an Appendix to the Company’s Proxy Statement for the Annual Meeting of Shareholders, which is incorporated herein by reference. 

8

(d) Exhibits.

EXHIBIT INDEX

9

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

10