Announces Cooperation Agreement with
Shareholder Stadium Capital
Board to Form a Capital Allocation Committee,
Comprised of New and Tenured Directors, to Provide Analysis and
Recommendations to Board
Sleep Number Corporation (Nasdaq: SNBR) today announced that it
has appointed Stephen E. Macadam and Hilary A. Schneider to its
Board of Directors (the “Board”), effective immediately, expanding
the Board to twelve members. In conjunction with the appointments,
Sleep Number entered into a cooperation agreement (the “Cooperation
Agreement”) with Stadium Capital Management, LLC (collectively with
its affiliates, “Stadium Capital”), one of the company’s
shareholders.
Steve Macadam is the Chairman of Atmus Filtration Technologies
Inc. and Veritiv Corporation and the former Chief Executive Officer
of EnPro Industries, Inc. and BlueLinx Holdings Inc. Mr. Macadam
also serves on the Board of Directors of Louisiana-Pacific
Corporation. He possesses experience in areas that include capital
allocation, corporate governance, supply chain and logistics and
strategic planning.
Hilary Schneider was previously the Chief Executive Officer of
Shutterfly, Inc. and serves on the Board of Directors of Vail
Resorts, Inc., Getty Images Holdings, Inc., and DigitalOcean
Holdings Inc. She previously served as the Chief Executive Officer
of Wag! Group Co. and LifeLock, Inc. She possesses experience in
areas that include consumer products and technology, corporate
governance, executive compensation, and strategic planning.
“We are pleased to welcome Steve and Hilary, both accomplished
public company executives and directors, to the Sleep Number
Board,” said Shelly Ibach, Chair, President, and CEO of the
company. “The continued evolution of our Board reflects our
commitment to drive lasting shareholder value as we maximize our
competitive advantages and fulfill our purpose of improving the
health and well-being of society through higher quality sleep.”
Pursuant to the Cooperation Agreement, the Board has established
a Capital Allocation and Value Enhancement Committee (the “Capital
Allocation Committee”) to review the company’s use and investment
of capital and make recommendations to the full Board. The
four-member committee will include Mr. Macadam and Ms. Schneider
along with Philip Eyler and Barbara Matas, with Mr. Macadam and Ms.
Matas serving as co-Chairs of the committee.
Sleep Number’s Independent Lead Director, Michael J. Harrison
said, “We are grateful to have reached an agreement with Stadium
Capital on a constructive path forward and are looking forward to
working with Steve and Hilary toward our common goal of delivering
long-term value for our shareholders.”
“We are pleased to have reached an agreement with the Board on
the appointment of two highly qualified, independent directors and
the formation of a Capital Allocation Committee that will deliver
analysis and recommendations to the full Board," said Alexander
Seaver, Co-Founder and Managing Director of Stadium Capital. “We
believe that Sleep Number is well positioned to navigate a dynamic
market environment, and we are confident that Steve and Hilary can
help the company drive long-term shareholder value.”
Stadium Capital has agreed to a customary standstill, voting
commitment, and related provisions in connection with the
Cooperation Agreement. A copy of the Cooperation Agreement will be
included as an exhibit to the company’s current report on Form 8-K,
which will be filed with the U.S. Securities and Exchange
Commission (the “SEC”).
Sidley Austin LLP is serving as legal counsel and Spotlight
Advisors LLC is serving as financial and strategic advisor to Sleep
Number. Olshan Frome Wolosky LLP is serving as legal counsel and
Longacre Square Partners is serving as strategic advisor to Stadium
Capital.
About Steve Macadam Steve Macadam, 63, brings to the
Board extensive leadership and operations experience growing and
transforming businesses in the U.S. and globally. He has more than
30 years of experience advising and leading businesses in the
packaging, building materials, and pulp and paper industries.
From 2008 to 2019, Mr. Macadam served as President and Chief
Executive Officer of EnPro Industries, Inc. (NYSE: NPO), a
manufacturer and provider of precision industrial components,
solutions, and services. Previously, from 2005 to 2008, Mr. Macadam
served as Chief Executive Officer of BlueLinx Holdings, Inc. (NYSE:
BXC), a wholesale distributor of building and industrial products
in the United States. Earlier in his career, Mr. Macadam was
President and Chief Executive Officer of Consolidated Container
Company LLC, the second largest blow molder of rigid plastic
containers in North America at the time. Earlier, Mr. Macadam
served with Georgia‐Pacific Corporation where he held the positions
of Executive Vice President, Pulp & Paperboard, and Senior Vice
President, Containerboard & Packaging. He also served as a
consultant and then as a Partner at McKinsey & Company.
Mr. Macadam currently serves on the boards of Atmus Filtration
Technologies, Inc. (NYSE: ATMU), Veritiv Corporation (NYSE: VRTV),
and Louisiana-Pacific Corporation (NYSE: LPX), and has previously
served on the boards of Axiall Corporation (NYSE: AXLL), EnPro
Industries, Inc., and Valvoline Inc. (NYSE: VVV). Mr. Macadam holds
a bachelor’s degree in Mechanical Engineering from the University
of Kentucky, a master’s degree in Finance from Boston College, and
an MBA from Harvard Business School, where he was a Baker
Scholar.
About Hilary Schneider Hilary Schneider, 62, brings to
the Board more than two decades of experience leading consumer
technology companies. She is an accomplished executive with
significant digital and innovation expertise and a track record of
delivering superior customer experiences.
Ms. Schneider serves as a strategic advisor to the Board of
Directors of Shutterfly, Inc. (Nasdaq: SFLY), following her tenure
as Chief Executive Officer of Shutterfly, Inc. from 2020 until
2023. She also serves as a senior advisor for TPG Inc. and
Water.org, Inc., a non-profit organization.
Prior to joining Shutterfly, Ms. Schneider served as Chief
Executive Officer of Wag! Group Co. (Nasdaq: PET), the country’s
largest on-demand mobile dog walking and dog care service, from
2018 to 2019. Prior to this role, she served as President and Chief
Executive Officer of LifeLock, Inc. (formerly NYSE: LOCK), the
leader in identity theft protection, from March 2016 until its
acquisition by Symantec Corp. (formerly Nasdaq: SYMC) in February
2017.
She previously served in a variety of senior roles at Yahoo!
Inc. from 2006 to 2010, including leading the company’s Global
Partner Solutions and Local Markets and Commerce divisions. Prior
to joining Yahoo! Inc., she held senior leadership roles at Knight
Ridder, Inc. (formerly NYSE: KRI) from 2002 to 2005, including
Chief Executive Officer of Knight Ridder Digital. From 2000 to
2002, she served as President and Chief Executive Officer of Red
Herring Communications. She also held numerous roles at Times
Mirror Company (formerly NYSE: TMS) from 1990 to 2000, including
President and Chief Executive Officer of Times Mirror Interactive
and General Manager of the Baltimore Sun.
Ms. Schneider currently serves on the boards of DigitalOcean
Holdings Inc. (NYSE: DOCN), Getty Images Holdings Inc. (NYSE:
GETY), and Vail Resorts Inc. (NYSE: MTN). She previously served on
the boards of SendGrid, Inc. (NYSE: SEND) from 2017 to 2019 and
LogMeIn Inc. (formerly Nasdaq: LOGM) from 2011 to 2014. Ms.
Schneider holds a bachelor’s degree in economics from Brown
University and an MBA from Harvard Business School.
About Sleep Number Corporation Sleep Number is a wellness
technology company. We are guided by our purpose to improve the
health and wellbeing of society through higher quality sleep; to
date, our innovations have improved over 15 million lives. Our
wellness technology platform helps solve sleep problems, whether
it’s providing individualized temperature control for each sleeper
through our Climate360® smart bed or applying our 23 billion hours
of longitudinal sleep data and expertise to research with global
institutions.
Our smart bed ecosystem drives best-in-class engagement through
dynamic, adjustable, and effortless sleep with personalized digital
sleep and health insights; our millions of Smart Sleepers are loyal
brand advocates. And our almost 4,500 mission-driven team members
passionately innovate to drive value creation through our
vertically integrated business model, including our exclusive
direct-to-consumer selling in over 650 stores and online.
To learn more about life-changing, individualized sleep, visit a
Sleep Number store near you, our newsroom and investor relations
sites, or SleepNumber.com.
Forward Looking Statements Statements used in this news
release relating to future plans, or events, are forward-looking
statements subject to certain risks and uncertainties. Additional
information concerning these and other risks and uncertainties is
contained in the company’s filings with the Securities and Exchange
Commission (SEC), including the Annual Report on Form 10-K, and
other periodic reports filed with the SEC. The company has no
obligation to publicly update or revise any of the forward-looking
statements in this news release.
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version on businesswire.com: https://www.businesswire.com/news/home/20231107693621/en/
For Sleep Number: Investor Relations Dave Schwantes (763)
551-7498 investorrelations@sleepnumber.com
Media Julie Elepano julie.elepano@sleepnumber.com
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