UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 Or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 6, 2022, Leggett & Platt, Incorporated, through its wholly-owned subsidiary, L&P Transportation LLC (collectively the “Company”) and J. Mitchell Dolloff, the President and Chief Executive Officer of Leggett & Platt, Incorporated, entered into an aircraft time sharing agreement (the “Time Sharing Agreement”) pursuant to which Mr. Dolloff may lease certain Company aircraft with flight crew on a non-exclusive basis for personal travel for him and his guests subject to (a) the aircraft not being scheduled for business purposes and (b) Mr. Dolloff reimbursing the Company for the aggregate incremental cost of such flights, including the costs of any “deadhead” flights necessitated by such personal use.
Under the Time Sharing Agreement, the aggregate incremental cost to be reimbursed by Mr. Dolloff will be determined by the Company, but the reimbursement amount per flight will be limited by restrictions imposed by the Federal Aviation Administration as specified in the Time Sharing Agreement. These restrictions limit the reimbursement for each flight (including deadhead flights) to two times the cost of fuel, oil, lubricants and other additives for the aircraft plus certain additional expenses such as (i) food, lodging and ground transportation of the flight crew; (ii) hangar and tie-down costs; (iii) insurance obtained for the specific flight; (iv) landing fees and airport taxes; (v) customs and foreign permits; (vi) in-flight food and beverages; (vii) passenger ground transportation; and (viii) flight planning and weather contract services. Mr. Dolloff will also be responsible for any Federal transportation excise tax due with respect to the payments under the Time Sharing Agreement.
The Time Sharing Agreement may be terminated by either party by giving the other party 10 days prior written notice.
The Company will not provide tax reimbursements to Mr. Dolloff for any taxes arising from imputed income relating to his use of the Company aircraft for personal travel by him or his guests, or for any Federal transportation excise tax due under the Time Sharing Agreement.
The above description of the Time Sharing Agreement is qualified in its entirety by reference to the agreement which is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in Item 1.01 with respect to the Time Sharing Agreement between the Company and J. Mitchell Dolloff is incorporated herein by reference.
2
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1*,** | Time Sharing Agreement between the Company and J. Mitchell Dolloff, dated April 6, 2022 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document) | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document contained in Exhibit 101) | |
| * | Denotes filed herewith. |
| ** | Denotes management contract or compensatory plan or arrangement. |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEGGETT & PLATT, INCORPORATED | ||||||||
| Date: April 8, 2022 | By: | /s/ SCOTT S. DOUGLAS | ||||||
| Scott S. Douglas | ||||||||
| Senior Vice President – General Counsel & Secretary | ||||||||
4