Business Context and Reporting Period
This Form 8-K is a current report filed by Leggett & Platt, Incorporated on December 27, 2025. The filing addresses Item 5.02 regarding the approval of retention agreements for key management personnel to ensure leadership continuity.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to specific executive compensation retention payments.
Material Changes and Executive Compensation
On December 27, 2025, the Board of Directors approved retention agreements for four named executive officers. The CEO, Karl G. Glassman, was not included in these agreements. The approved retention amounts and multiples of base salary are as follows:
- Benjamin M. Burns (EVP & CFO): $618,000 (103% of base salary)
- J. Tyson Hagale (EVP, President – Bedding Products): $618,000 (103% of base salary)
- R. Samuel Smith, Jr. (EVP, President – Specialized Products): $540,750 (103% of base salary)
- Jennifer J. Davis (EVP & General Counsel): $630,875 (128.8% of base salary)
Terms, Conditions, and Risks
The retention agreements include specific conditions and risks regarding payment eligibility:
- Payment Timing: Payments are scheduled for 2025 but are contingent on continued employment through December 23, 2026.
- Clawback Provisions:
- 100% clawback applies if the executive voluntarily terminates (excluding death, Disability, or Good Reason) or is terminated for Cause on or before May 29, 2026.
- 50% clawback applies for the same termination events occurring after May 29, 2026, but on or before December 23, 2026.
- Change in Control: Clawback provisions terminate upon a Change in Control of the Company.
- Covenants: Agreements include standard confidentiality and non-competition clauses.
Investor Verification Checklist
- Verify the specific definitions of "Cause," "Good Reason," and "Disability" in the referenced Severance Benefit Agreement (Exhibit 10.2 to the May 21, 2024 filing) and the Retention Bonus Award Agreement.
- Confirm the definition of "Change in Control" in the Company's Flexible Stock Plan (Appendix to the March 26, 2025 Proxy Statement).
- Review the full text of the Form of Retention Bonus Award Agreement (Exhibit 10.1) for additional terms not summarized in this report.
- Note that the CEO did not receive a retention agreement under this specific approval.