Sleep Number (SNBR) Proxy filing summary

Executive summary

• Leadership transition in April 2025 focused on operational streamlining, cost reduction of $136 million compared to 2024, and extension of the bank agreement through 2027.

• Strategic plan “Sleep Number Shifts” targets product simplification, marketing transformation, and expanded distribution to drive growth.

• Board and management are committed to enhanced governance, with several proposals resubmitted for shareholder approval after narrowly missing required votes in 2025.

• Forward-looking statements highlight ongoing risks and uncertainties, including industry recession and macroeconomic challenges.

Voting matters and shareholder proposals

• Seven proposals up for vote: election of three directors, declassification of the board, elimination of supermajority voting for directors and certain transactions, auditor ratification, advisory say-on-pay, and amendment to the 2020 Equity Incentive Plan to add 750,000 shares.

• Board recommends voting “For” all proposals, emphasizing governance modernization and alignment with shareholder interests.

• Proposals to declassify the board and eliminate supermajority requirements require two-thirds of outstanding shares for approval.

Board of directors and corporate governance

• Board reduced from 12 to 7 members since 2025, with significant refreshment and new leadership.

• Three director nominees (Eyler, Howard, Mendez) recommended for election; if declassification passes, all directors will stand for annual election starting 2027.

• Board diversity in gender, race/ethnicity, age, and tenure is highlighted.

• Board committees (Audit, Compensation, CGNC) are fully independent and meet regularly; leadership structure separates Chair and CEO roles.

• Shareholder engagement is ongoing, with outreach to holders of over 60% of shares between Jan 2025 and Mar 2026.