LEG 10-K Annual Report Dec. 31, 2020 | Alphaminr

LEG 10-K Fiscal year ended Dec. 31, 2020

LEGGETT & PLATT INC
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PROXIES
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TABLE OF CONTENTS
Part IPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1**** Stock Purchase Agreement by and among Leggett & Platt, Incorporated, Elite Comfort Solutions, Inc. and Elite Comfort Solutions LP, dated November 6, 2018, filed November 7, 2018, as Exhibit 2.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) Schedules to the Stock Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Stock Purchase Agreement contains a list briefly identifying the omitted schedules. Leggett agrees to furnish, supplementally, a copy of any omitted schedule to the SEC upon request. 3.1 Restated Articles of Incorporation of the Company as of May 13, 1987, with Amendments dated May12, 1993 and May 20, 1999; filed March 11, 2004 as Exhibit 3.1 to the Companys Form 10-K for the year ended December 31, 2003, are incorporated by reference. (SECFile No.001-07845) 3.2 Bylaws of the Company, as amended through February 24, 2021, filed February 24, 2021 as Exhibit 3.2.1 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 4.1 Article III of the Companys Restated Articles of Incorporation, as amended, filed as Exhibit 3.1 hereto, is incorporated by reference. 4.2 Senior Indenture dated May 6, 2005 between the Company and U.S. Bank National Association (successor in interest to The Bank of New York Mellon Trust Company, NA which was successor in interest to JPMorgan Chase Bank, N.A.), as Trustee, filed May 10, 2005 as Exhibit 4.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 4.2.1 Tri-Party Agreement under the May 6, 2005 Senior Indenture, between the Company, The Bank of New York Mellon Trust Company, NA (successor in interest to JPMorgan Chase Bank, N.A.) (as Prior Trustee) and U.S. Bank National Association (as Successor Trustee), dated February20, 2009, filed February 25, 2009 as Exhibit 4.3.1 to the Companys Form 10-K for the year ended December 31, 2008, is incorporated by reference. (SEC File No. 001-07845) 4.3 Form of $500,000,000 4.40% Senior Notes due 2029 issued pursuant to the Senior Indenture dated May 6, 2005, filed March 7, 2019 as Exhibit 4.3 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 4.4 Form of $500,000,000 3.50% Senior Notes due 2027 issued pursuant to the Senior Indenture dated May 6, 2005, filed November 16, 2017 as Exhibit 4.3 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 4.5 Form of $300,000,000 3.80% Senior Notes due 2024 issued pursuant to the Senior Indenture dated May 6, 2005, filed November 10, 2014 as Exhibit 4.3 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 4.6 Form of $300,000,000 3.40% Senior Notes due 2022, issued pursuant to the Senior Indenture dated May 6, 2005, filed August 15, 2012 as Exhibit 4.3 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 4.7** The Company's Description of Capital Stock registered under Section 12 of the Securities Exchange Act of 1934. 10.1* Severance Benefit Agreement between the Company and Karl G. Glassman, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.2* Severance Benefit Agreement between the Company and J. Mitchell Dolloff, dated May 9, 2017, filed May 11, 2017 as Exhibit 10.4 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.3* Severance Benefit Agreement between the Company and Jeffrey L. Tate, dated August 6, 2019, filed August 6, 2019 as Exhibit 10.11 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.4* Separation Agreement between the Company and Jeffrey L. Tate, dated August 6, 2019, filed August 6, 2019 as Exhibit 10.12 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.5* Limited Waiver - Separation Agreement between the Company and Jeffrey L. Tate, dated April 9, 2020, filed April 14, 2020 as Exhibit 10.2 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.6*,** Severance Benefit Agreement between the Company and Steven K. Henderson, dated September 18, 2017. 10.7* Agreement between the Company and Steven K. Henderson, dated November 4, 2019 (regarding annual award of restricted stock units) filed February 24, 2021 as Exhibit 10.4 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.8* Amended and Restated Severance Benefit Agreement between the Company and Scott S. Douglas, dated December 30, 2008, filed February 22, 2018 as Exhibit 10.7 to the Company's Form 10-K, is incorporated by reference. (SEC File No. 001-07845) 10.9* Description of Personal Use of Corporate Aircraft by Karl G. Glassman, dated May 8, 2017, filed May 11, 2017 as Exhibit 10.8 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.11* Summary Sheet of Executive Cash Compensation, filed February 24, 2021 as Exhibit 10.1 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.12* Summary Sheet of Director Compensation, filed June 30, 2020 as Exhibit 10.2 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.13.1* Form of Non-Qualified Stock Option Award Agreement pursuant to the Companys Flexible Stock Plan, filed November 4, 2014 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.13.2* 2021 Form of Performance Stock Unit Award Agreement pursuant to the Company's Flexible Stock Plan, (applicable to 2021 grants and thereafter) filed February 24, 2021 as Exhibit 10.5 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.13.3* 2020 Form of Performance Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan(applicable to 2020 grants), filed February 19, 2020 as Exhibit 10.2 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.13.4* 2019 Form of Performance Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan(applicable to 2019 grants), filed March 13, 2019 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.13.5* 2018 Form of Performance Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan(applicable to 2018 grants), filed November 9, 2017 as Exhibit 10.7 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.13.6* 2018 Form of Interim Performance Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan, (applicable to 2018 grants), filed November 9, 2017 as Exhibit 10.8 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.13.7* 2017 Form of Performance Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan, (applicable to 2017 grants), filed November 10, 2016 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.13.8* Form of Director Restricted Stock Agreement pursuant to the Companys Flexible Stock Plan, filed August 7, 2008 as Exhibit 10.1 to the Companys Form 10-Q for the quarter ended June30, 2008, is incorporated by reference. (SEC File No. 001-07845) 10.13.9* Form of Director Restricted Stock Unit Award Agreement pursuant to the Companys Flexible Stock Plan, filed February 24, 2012 as Exhibit 10.9.7 to the Company's Form 10-K for the year ended December 31, 2011, is incorporated by reference. (SEC File No. 001-07845) 10.13.10* 2021 Form of Restricted Stock Unit Award Agreement pursuant to the Company's Flexible Stock Plan, filed February 24, 2021 as Exhibit 10.6 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.13.11* 2020 Form of Restricted Stock Unit Award Agreement pursuant to the Company's Flexible Stock Plan, filed February 19, 2020 as Exhibit 10.3 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.13.12* Form of Restricted Stock Unit Award Agreement applicable to Jeffrey L. Tate (applicable to 2019 grant), filed August 6, 2019 as Exhibit 10.8 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.13.13*,** Form of Restricted Stock Unit Award applicable to Steven K. Henderson (applicable to 2018 and 2019 grants). 10.13.14*,** Restricted Stock Unit Award between the Company and Steven K. Henderson, dated September 18, 2017. 10.13.15* 2017 Form of Profitable Growth Incentive Award Agreement and Terms and Conditions (applicable to 2017 grants), filed November 10, 2016 as Exhibit 10.2 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.13.16* Award Formula for the 2017-2018 Profitable Growth Incentive Program, filed March 27, 2017 as Exhibit 10.5 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.14* The Companys 2020 Key Officers Incentive Plan, effective January 1, 2020, filed February 19, 2020 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.14.1* 2021 Award Formula under the Company's 2020 Key Officers Incentive Plan, filed February 24, 2021 as Exhibit 10.2 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.14.2* 2020 Award Formula under the Company's 2020 Key Officers Incentive Plan, filed February 19, 2020 as Exhibit 10.4 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.15* 2019-2021 Business Unit Profit Sharing Award Agreement between the Company and Steven K. Henderson, filed February 24, 2021 as Exhibit 10.9 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.16* 2018-2020 Business Unit Profit Sharing Award Agreement between the Company and Steven K. Henderson, filed February 24, 2021 as Exhibit 10.8 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.17* The Companys Deferred Compensation Program, effective November 6, 2017, filed November 9, 2017 as Exhibit 10.6 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.19* The Companys 2005 Executive Stock Unit Program, as amended and restated, effective February 23, 2016, filed February 25, 2016, as Exhibit 10.15 to the Company's Form 10-K for the year ended December 31, 2015, is incorporated by reference. (SEC File No. 001-07845) 10.20* Description of the long-term disability arrangement between the Company and Karl G. Glassman filed February 25, 2016 as Exhibit 10.16 to the Company's Form 10-K for the year ended December 31, 2015, is incorporated by reference. (SEC File No. 001-07845) 10.21* The Companys Retirement K Excess Program, amended and restated on November 26, 2007, effective as of January1, 2007, filed February26, 2008 as Exhibit 10.19 to the Companys Form 10-K for the year ended December31, 2007, is incorporated by reference. (SEC File No.001-07845) 10.22 Third Amended and Restated Credit Agreement, dated as of December12, 2018 among the Company, JP Morgan Chase Bank, N.A. as administrative agent, and the Lenders named therein, including Revolving Loans and Tranche A Term Loans, filed December14, 2018 as Exhibit 10.1 to the Companys Form 8-K, is incorporated by reference. (SEC File No.001-07845) 10.22.1 Amendment No. 1 to the Third Amended and Restated Credit Agreement, dated May 6, 2020 among the Company, JP Morgan Chase Bank, N.A. as administrative agent, and the Lenders named therein, filed May 7, 2020 as Exhibit 10.1 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.23 Commercial Paper Issuing and Paying Agent Agreement between U.S. Bank National Association and the Company, dated December 2, 2014, including Master Note, filed December 5, 2014 as Exhibit 10.1 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 10.24 Form of Amended and Restated Commercial Paper Dealer Agreement filed December 5, 2014 as Exhibit 10.2 to the Company's Form 8-K, is incorporated by reference. (SEC File No. 001-07845) 21** Schedule of Subsidiaries of the Company. 23** Consent of Independent Registered Public Accounting Firm. 24** Power of Attorney executed by members of the Companys Board of Directors regarding this Form 10-K. 31.1** Certification of Karl G. Glassman, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February24, 2021. 31.2** Certification of Jeffrey L. Tate, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February24, 2021. 32.1** Certification of Karl G. Glassman, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February24, 2021. 32.2** Certification of Jeffrey L. Tate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February24, 2021.