🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Leggett & Platt, Incorporated. Think of it as the official "meeting agenda and voter guide" for shareholders ahead of the company's annual meeting. It explains what needs voting on and provides key details about the company's leadership, pay, and governance. Shareholders received it around April 7, 2026, to vote before the virtual-only meeting on May 21, 2026.

🏢 What The Company Does

👉 In simple terms: Leggett & Platt is a diversified manufacturer that makes components for things you use every day. They produce stuff like bedding components (springs, mattress parts), furniture parts, automotive seats, and specialized industrial products. They've been around since 1883 and are based in Carthage, Missouri.

🗳️ The 5 Key Shareholder Votes

Shareholders are being asked to vote on these proposals:

1. Elect 8 Directors: Including the CEO, Karl Glassman, and 7 independent directors.
2. Ratify Auditors: Approve PricewaterhouseCoopers LLP (PwC) as their independent accounting firm for 2026.
3. Advisory Vote on Pay: A non-binding "say-on-pay" vote approving executive compensation.
4. Approve Stock Plan: Amend and restate the company's Flexible Stock Plan (used for equity awards to employees/directors).
5. Other Business: Any other legitimate matters that come up at the meeting.

👥 Meet The Board Nominees

The board recommends electing all 8 nominees. Here's the lineup:

• Karl G. Glassman (67): The only non-independent director. He's the Chairman, President, and CEO of Leggett & Platt since 2020/2024.
• 7 Independent Directors:
  • Angela Barbee (60): Former tech/R&D executive (Weber Inc.).
  • Robert E. Brunner (68): Independent Lead Director since 2023, retired from Illinois Tool Works. Chairs the Nominating/Governance Committee.
  • Mary Campbell (58): Retired from Qurate Retail (vCommerce).
  • Joseph W. McClanathan (73): Retired from Energizer Holdings. Chairs the NGS Committee.
  • Srikanth Padmanabhan (61): Retired from Cummins Inc.
  • Jai Shah (59): Group President at Masco Corp. Chairs the HR/Compensation Committee.
  • Phoebe A. Wood (72): Retired from Brown-Forman. Chairs the Audit Committee.

👉 Why it matters: The board balances fresh perspectives (4 members joined since 2018) with experience. Diversity includes gender (3 women) and racial/ethnic minorities (3 nominees). They aim for skills in finance, operations, tech, governance, and strategy.

💰 Executive Compensation Deep Dive

The filing details how top executives are paid, aiming for "pay-for-performance."

• CEO Pay (Karl Glassman - 2025 Total: $10.9 Million):
  • Base Salary: $1,275,000
  • Annual Cash Bonus (Target): $1,721,250 (Based on EBITDA & Cash Flow targets)
  • Long-Term Stock Awards:
    • Performance Stock Units (PSUs - Target Value): $4,050,516 (Vests in 3 years based on EBITDA, ROIC, & Relative Stock Performance).
    • Restricted Stock Units (RSUs - Grant Date Value): $2,641,802 (Vests over 3 years).
  • 👉 Key Point: 87% of his target pay is "at-risk" (variable), and 69% is in equity (stock), tying his wealth directly to company performance and stock price.
• Other NEOs (Total 2025 Compensation Range: $1.8M - $2.5M):
  • CFO Burns: $2.53M, EVP Hagale: $2.53M, EVP Smith: $2.21M, EVP/GC Davis: $1.85M.
• Retention Payments (Paid Dec 2025):
  • Burns, Hagale, Smith, Davis received one-time cash payments ($540k-$631k) to stay through late 2026. These are not in the 2025 totals yet as they're contingent on future employment.
• What They DON'T Do: No hedging/pledging of stock, no excessive perks (<1% of NEO pay), no single-trigger change-in-control payouts, no tax gross-ups, no employment contracts (all at-will).

⚖️ Governance & Risk Oversight

• Board Structure: Combined Chairman/CEO (Glassman) with a strong Independent Lead Director (Brunner). Independent directors meet regularly without management.
• Key Committees (All Independent Members):
  • Audit Committee (Wood Chair): Oversees financials, audits, risk. Met 4 times in 2025. Members include financial experts.
  • HR & Comp Committee (Shah Chair): Oversees pay, succession. Met 10 times in 2025.
  • Nominating, Governance & Sustainability (NGS) Committee (McClanathan Chair): Oversees board nominees, governance, sustainability/political contributions. Met 5 times in 2025.
• Risk Management:
  • An Enterprise Risk Management (ERM) Committee (chaired by CFO) identifies and monitors risks quarterly. Summaries go to the Audit Committee and Board.
  • Cybersecurity: The full Board has oversight. The CIO/CFO reports material cyber threats to the Board quarterly (or more often if needed). Cyber risk is part of the overall ERM process.
• Sustainability Oversight: Delegated to committees (NGS for policy/programs, HRC for HR/exec succession), but primary Board oversight for cybersecurity.
• Contact the Board: Shareholders can reach the Lead Director via email at [email protected] or mail to P.O. Box 637, Carthage, MO 64836.

📅 Key Dates & Logistics

• Record Date (Who Can Vote): You must have owned Leggett stock by the close of business on March 13, 2026.
• Virtual Annual Meeting: Thursday, May 21, 2026, at 10:00 AM Central Time.
• To Attend & Vote: You MUST register in advance by 5:00 PM CT on May 20, 2026, at register.proxypush.com/leg. After registering, you'll get an email link for the live webcast where you can participate and ask questions.
• Materials & Voting Site: Found at www.leggett.com/proxymaterials and www.proxypush.com/leg.

🧠 The Analogy

Think of this proxy statement like the agenda and report card for a crucial school PTA meeting. It tells you who's running the school (the Board), how well the principal (CEO) is being rewarded (compensation), what big decisions need parent (shareholder) approval (the votes), and how they're handling risks like bullying (cybersecurity). You need to register to attend the virtual meeting and have your say!

🧩 Final Takeaway

This proxy provides a detailed look at Leggett & Platt's leadership, pay practices, and governance as they head into their 2026 annual meeting. Shareholders are asked to elect directors, approve auditors, endorse executive pay, and greenlight the stock plan. The board emphasizes independent oversight and ties executive pay heavily to company performance metrics and stock price.