🧾 What This Document Is

This is a proxy statement (DEF 14A) for Somnigroup International Inc. It’s a formal notice and information package for shareholders ahead of the company’s 2026 Annual Meeting. Think of it as an agenda and voter’s guide for the meeting.

👉 Why it matters: Shareholders use this document to make informed votes on key company decisions, like electing the board and approving executive pay. It’s required by the SEC to ensure transparency.

🏢 What The Company Does

👉 In simple terms: Somnigroup is the world’s largest bedding company. It was formed after acquiring Mattress Firm and now operates three main businesses: Tempur Sealy (manufacturer), Mattress Firm (retailer), and Dreams (UK retailer). They sell mattresses and sleep products in over 100 countries.

📅 The Annual Meeting Details

• When: Wednesday, May 13, 2026, at 8:30 a.m. Central Time.
• Where: Virtual only at www.virtualshareholdermeeting.com/SGI2026.
• Record Date: You can vote only if you owned shares as of March 16, 2026.
• Shares Outstanding: There were 210,340,624 shares eligible to vote.

👉 How to participate: You need your 16-digit control number from your voting notice or proxy card to vote or ask questions during the meeting. Guests can listen only.

🗳️ What You’re Voting On: The 4 Key Proposals

The meeting has four main items for your vote.

Proposal 1: Elect 8 Directors 👥 The board nominees are: 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 (the CEO). Each serves a one-year term. Six are considered independent.

Proposal 2: Ratify the Auditors 📊 The board recommends shareholders approve Ernst & Young LLP as the independent accounting firm for 2026. This is a routine, annual approval.

Proposal 3: Advisory Vote on Executive Pay ("Say-on-Pay") 💼 This is an advisory (non-binding) vote to approve the compensation of the company’s top executives, as detailed in the "Compensation Discussion and Analysis" section.

Proposal 4: Increase Authorized Shares 📈 The company wants to amend its charter to increase the number of authorized common shares from 400 million to 1 billion. 👉 Why it matters: This gives the company flexibility for future business moves like acquisitions, stock splits, or raising capital, but it dilutes existing shareholders' ownership percentage if new shares are issued.

👥 Board & Governance

Board Structure & Committees

• The board has 7 members, with 6 independent directors.
• Key committees: Audit (oversees financials & cybersecurity), Human Resources/Capital & Talent (oversees pay), and Nominating & Corporate Governance (oversees board ops and sustainability).
• Leadership: Scott L. Thompson is Chairman & CEO. Richard W. Neu serves as the independent Lead Director, presiding over executive sessions.

Corporate Policies ⚖️

• Majority Voting: Directors in uncontested elections must receive more "for" votes than "against" votes or they must resign.
• Related Party Transactions: The Nominating Committee must approve any transaction over $120,000 involving directors, executives, or major shareholders.
• Anti-Hedging & Pledging: Company policy prohibits directors and executives from hedging or pledging company stock.

🌍 Sustainability & Risk Oversight

Somnigroup integrates Environmental, Social, and Governance (ESG) factors into its operations.

• Governance: The Board's Nominating Committee has primary oversight of sustainability and climate-related risks.
• Targets: The company has a goal to achieve carbon neutrality by 2040.
• Integration: The recent Mattress Firm acquisition will be fully integrated into sustainability reporting in 2026.
• Risk Management: The Board uses an Enterprise Risk Management (ERM) process to identify major risks, including cybersecurity, which is reported to the Audit Committee quarterly.

🧠 The Analogy

Somnigroup is like a sleep empire that just completed a massive merger. This proxy meeting is its first state of the union address to its owners (shareholders). They're saying: "Here's who we've put in charge (the board), here's how we're paying the generals (executives), and we're asking for permission to print more map-making paper (authorized shares) to potentially expand our empire further."

📇 Key Contacts & People

Directors & Nominees:

• Christopher T. Cook, 57 (Founder, Dry Powder Capital)
• Evelyn S. Dilsaver, 70 (Board Member, HealthEquity, Inc.)
• Simon John Dyer, 67 (Chairman, Dyer Holdings Pty Ltd)
• Cathy Rogers Gates, 67 (Former Assurance Partner, Ernst & Young LLP)
• Meredith Siegfried Madden, 52 (CEO, The NORDAM Group Inc.)
• Richard W. Neu, 70 (Board Member, Huntington Bancshares Incorporated; Lead Director)
• Peter R. Sachse, 68 (Executive Chairman, Tailored Brands, Inc.)
• Scott L. Thompson, 62 (Chairman, President & CEO, Somnigroup)

Executive Officer:

• Scott L. Thompson (as above)

Contact for Shareholder Communications:

• Corporate Secretary: Somnigroup International Inc., 100 Crescent Ct., Suite 700, Dallas, Texas 75201
• Lead Director Contact: Via the company's investor relations website.

Independent Auditor:

• Ernst & Young LLP

(Note: Specific email addresses and direct phone numbers for individuals are not typically listed in the proxy summary. Communication is directed through the Corporate Secretary or the investor relations portal.)

🧩 Final Takeaway

This proxy statement is fundamentally about corporate governance and shareholder democracy in the wake of a major acquisition. Shareholders are being asked to reconstitute the board, approve pay, and grant the company significant financial flexibility for future growth. The proposals reflect a company transitioning to a new, larger scale of operations.