Sleep Number Corporation Enters into Cooperation Agreement with Stadium Capital Management (2024)

On November 7, 2023, Sleep Number Corporation announced that it has entered into a cooperation agreement with Stadium Capital Management, LLC, pursuant to the Cooperation Agreement, the board of directors of the Company 1) increased the size of the Board to 12 directors and appointed Hilary Schneider and Stephen Macadam to the Board in the class with a term expiring at the 2024 annual meeting of shareholders, 2) appointed Stephen Macadam to the Corporate Governance and Nominating Committee and Hilary Schneider to the Management Development and Compensation Committee, 3) agreed to nominate, support and recommend the New Directors for election at the 2024 Annual Meeting, and (iv) agreed that, at the 2024 Annual Meeting, one director of the Board who is not a New Director will not stand for re-election or will retire or resign. In addition, the Company stated that under the Cooperation Agreement i) Stadium will be subject to customary standstill restrictions, including, among others, with respect to acquiring beneficial ownership of more than 12.5% of the shares of Common Stock in the aggregate, proxy solicitation and related matters, extraordinary transactions and other changes, each of the foregoing subject to certain exceptions, ii) until the Termination Date, Stadium will vote all shares of Common Stock, in accordance with the Board?s recommendations with respect to (i) the election, removal and/or replacement of directors of the Company and (ii) any other proposal submitted to shareholders, subject to certain exceptions relating to extraordinary transactions, share issuances, and recommendations made by Institutional Shareholder Services, Inc. or Glass Lewis & Co., LLC.