Sleep Number (SNBR) Proxy Filing summary

Executive summary

• The company faced a historic industry recession in 2024, with inflation and weak consumer demand leading to the lowest U.S. mattress unit sales since 2015. Decisive actions included operational restructuring, cost reduction, and margin improvement initiatives to support free cash flow generation. Leadership changes were announced, with a new CEO, Linda Findley, appointed effective April 7, 2025, and a transition to an independent Chair of the Board. The company remains focused on financial resilience, margin improvement, and long-term value creation for shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on eight proposals: election of three directors, declassification of the board, elimination of supermajority voting requirements, ratification of Deloitte as independent auditor, advisory approval of executive compensation, amendment to the 2020 Equity Incentive Plan to add 500,000 shares, and potential adjournment of the meeting.

• The board recommends voting in favor of all proposals, including governance changes to declassify the board and eliminate supermajority requirements.

Board of directors and corporate governance

• The board will reduce from 12 to 9 members after the 2025 meeting, with three directors retiring or not standing for reelection.

• The board is committed to diversity, independence, and regular refreshment, with new director selection criteria emphasizing varied backgrounds and skills.

• Amendments to declassify the board and eliminate supermajority voting are proposed, aligning with shareholder feedback and governance best practices.

• The board maintains four standing committees: Audit, Compensation, Corporate Governance and Nominating, and Capital Allocation.