Somnigroup shareholders approve doubling authorized common shares to 1B

SOMNIGROUP INTERNATIONAL INC.

Authorized common shares increased from 500M to 1B; preferred unchanged at 10M.
Advisory vote on executive compensation passed with 58% support (112M for, 81M against).
Three directors (Gates, Madden, Neu) each received over 18M against votes, but all elected.
Auditor Ernst & Young ratified with 198M for vs 2.2M against.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SOMNIGROUP INTERNATIONAL INC.: Increased authorized shares of common stock from 500 million to 1 billion (effective 2026-05-14).

Change: charter amendment
Effective: 2026-05-14

Exact text from the filing

the Company's stockholders approved an amendment to 'ARTICLE IV Capital Stock' of the Company's Amended and Restated Certificate of Incorporation, as amended (as so amended, the "Certificate of Incorporation") to increase the number of authorized shares of common stock of the Company from 500,000,000 to 1,000,000,000 shares.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

SOMNIGROUP INTERNATIONAL INC. shareholders approved Election of Directors at the 2026-05-13 meeting.

Proposal: director election
Outcome: passed
Meeting: 2026-05-13

Exact text from the filing

The stockholders (1) elected all of the Company's nominees for director; (2) ratified the appointment of Ernst and Young LLP as the Company's independent auditor for the year ending December 31, 2026; (3) approved, on an advisory basis, the Compensation of the Company's Named Executive Officers; and (4) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 500 million to 1 billion. The tabulation of votes for each proposal is as follows: (1) Election of Directors For Against Abstain Broker Non-Votes CHRISTOPHER T. COOK 192,885,142 59,934 196,846 7,164,371 EVELYN S. DILSAVER 191,475,050 1,624,149 42,723 7,164,371 SIMON JOHN DYER 192,571,660 502,110 68,152 7,164,371 CATHY R. GATES 172,918,971 20,182,660 40,291 7,164,371 MEREDITH SIEGFRIED MADDEN 174,093,643 18,986,997 61,282 7,164,371 RICHARD W. NEU 172,187,006 20,889,183 65,733 7,164,371 PETER R. SACHSE 192,879,995 216,371 45,556 7,164,371 SCOTT

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

SOMNIGROUP INTERNATIONAL INC. shareholders approved Advisory Vote to Approve the Compensation of Named Executive Officers as described in the Company's 2026 Proxy Statement at the 2026-05-13 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2026-05-13

Exact text from the filing

(3) Advisory Vote to Approve the Compensation of Named Executive Officers as described in the Company's 2026 Proxy Statement For Against Abstain Broker Non-Votes 112,110,823 80,875,933 155,166 7,164,371

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

SOMNIGROUP INTERNATIONAL INC. shareholders approved Amendment of the Company's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 500 Million to 1 Billion at the 2026-05-13 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2026-05-13

Exact text from the filing

(4) Amendment of the Company's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 500 Million to 1 Billion For Against Abstain Broker Non-Votes 123,028,490 76,869,794 408,009 N/A

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

SOMNIGROUP INTERNATIONAL INC. shareholders approved Ratification of Independent Auditors at the 2026-05-13 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2026-05-13

Exact text from the filing

(2) Ratification of Independent Auditors For Against Abstain Broker Non-Votes 198,034,015 2,230,000 42,278 N/A

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42 governance changes filed in the last 30 days. Browse all governance changes →

SOMNIGROUP INTERNATIONAL INC. filing history →

Source: SEC EDGAR

accession 0001206264-26-000071

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