8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 27, 2013

LEGGETT & PLATT, INCORPORATED

(Exact name of registrant as specified in its charter)

Missouri	001-07845	44-0324630
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

No. 1 Leggett Road, Carthage, MO	64836
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 417-358-8131

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of 2013 Award Formula for the Company’s 2009 Key Officers Incentive Plan. On March 27, 2013, the Compensation Committee of the Company’s Board of Directors (the “Committee”) adopted the 2013 Award Formula (the “2013 Award Formula”) for the Company’s 2009 Key Officers Incentive Plan (the “Plan”). The Plan was filed March 26, 2009 as Appendix B to the Company’s Proxy Statement. The 2013 Award Formula is applicable to the Company’s eleven executive officers, including the named executive officers listed below. Under the 2013 Award Formula, an executive officer will be eligible to receive a cash award calculated by multiplying his annual salary at the end of the year by a percentage set by the Committee (“Target Percentage”), then applying the award formula. Corporate Participants and Profit Center Participants have separate award calculations based on factors defined in the 2013 Award Formula as follows:

Participant Type	Performance Objectives	Relative Weight
Corporate Participants	Return on Capital Employed (ROCE)		60	%
	Cash Flow		20	%
	Individual Performance Goals*		20	%
Profit Center Participants	Return on Capital Employed (ROCE)		60	%
	Free Cash Flow (FCF)		20	%
	Individual Performance Goals*		20	%

* These awards are established outside the Plan.

Corporate Participants. Awards for Corporate Participants are determined by the Company’s aggregate 2013 financial results. No awards are paid for ROCE achievement below 29% and Cash Flow below $262 million. The maximum payout percentage for ROCE and Cash Flow achievement is each capped at 150%. David S. Haffner (Chief Executive Officer), Karl G. Glassman (President and Chief Operating Officer) and Matthew C. Flanigan (Executive Vice President and Chief Financial Officer) are Corporate Participants. Below is the 2013 corporate payout schedule. Payouts will be interpolated for achievement levels falling between those in the schedule. Financial results from acquisitions are excluded from the calculations in the year of acquisition.

2013

Corporate Targets and Payout Schedule

ROCE				Cash Flow
Achievement	Payout			Achievement		Payout
Less Than 29%		0%			Less Than $   262 M		0%
29%		50%	Threshold		$   262 M		50%
31%		75%			$   277 M		75%
33%		100%	Target		$   292 M		100%
35%		125%			$306.5 M		125%
37%		150%	Maximum		$   321 M		150%

Profit Center Participants. For Profit Center Participants, no awards are paid for achievement below 80% of the ROCE and FCF targets for the applicable profit centers under the executive’s management. The ROCE and FCF payouts are each capped at 150%. Joseph D. Downes, Jr. (Senior Vice President, President – Industrial Materials) and Dennis S. Park (Senior Vice President, President – Commercial Fixturing & Components) are Profit Center Participants. Below are the 2013 profit center payout schedule and targets for Mr. Downes and Mr. Park. Payouts will be interpolated for achievement levels falling between those in the schedule. Financial results for each profit center may include a critical compliance adjustment, ranging from a potential 5% increase for exceptional safety performance to a 20% deduction for critical compliance failures. Financial results from acquisitions are excluded from the calculations in the year of acquisition.

2013

Profit Center Payout Schedule

ROCE / FCF Achievement		Payout
Less Than 80%			0	%
80%	Threshold		60	%
90%			80	%
100%	Target		100	%
110%			120	%
120%			140	%
125%	Maximum		150	%

2013 Profit Center Targets

Segment	ROCE Target			FCF Target
Industrial Materials (Downes)		34.2	%	$	66.9M
Commercial Fixturing & Components (Park)		25.0	%	$	43.6M

Individual Performance Goals. An executive’s cash award under the 2013 Award Formula is based, in part, on individual performance goals established outside the 2009 Key Officers Incentive Plan (20% relative weight). The goals for our named executive officers in 2013 are:

David S. Haffner: Margin enhancement, strategic planning for profitable growth, business unit portfolio management, and succession planning;

Karl G. Glassman: Margin enhancement, increase on-site reviews of operations, remediation of internal audit findings, and succession planning;

Matthew C. Flanigan: Margin enhancement, continuous improvement projects, information technology initiatives, working capital management, and enterprise risk management;

Joseph D. Downes, Jr.: Increase free cash flow of targeted business, utilization and efficiency initiatives, and working capital management; and

Dennis S. Park: Profitability of targeted businesses, customer and product profitability initiatives, and succession planning.

The achievement of the individual performance goals is measured by the following schedule.

Individual Performance Goals Payout Schedule

(1-5 scale)

Achievement	Payout
1 – Did not achieve goal		0	%
2 – Partially achieved goal		50	%
3 – Substantially achieved goal		75	%
4 – Fully achieved goal		100	%
5 – Significantly exceeded goal		up to 150	%

The foregoing is only a brief description of the 2013 Award Formula and is qualified in its entirety by such formula which is attached and incorporated by reference as Exhibit 10.1. The definitions of ROCE, Cash Flow and FCF and example calculations are included in the attached 2013 Award Formula.

Increase in Base Salaries and Target Percentages for Named Executive Officers. On March 27, 2013, the Committee increased the annual base salaries of the below named executive officers. The Company had previously increased the Target Percentages of Mr. Haffner (100% to 115%), Mr. Glassman (75% to 90%) and Mr. Flanigan (65% to 80%) pursuant to Employment Agreements, dated March 1, 2013, filed March 6, 2013 as Exhibits 10.2, 10.3 and 10.4 respectively, to our Form 8-K. The table below discloses the increase in salaries and the 2013 Target Percentages. Also attached and incorporated by reference as Exhibit 10.2 is the Company’s Summary Sheet for Executive Cash Compensation.

Named Executive Officers	2012 Base Salaries		2013 Base Salaries		2013 Target Percentages
David S. Haffner, Chief Executive Officer	$	995,000	$	1,055,000		115	%
Karl G. Glassman, President and Chief Operating Officer	$	745,000	$	785,000		90	%
Matthew C. Flanigan, EVP and Chief Financial Officer	$	441,000	$	475,000		80	%
Joseph D. Downes, Jr., SVP, President – Industrial Materials	$	329,000	$	338,000		50	%
Dennis S. Park, SVP, President – Commercial Fixturing & Components	$	328,000	$	338,000		50	%

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1*	2013 Award Formula under the Company’s 2009 Key Officers Incentive Plan.
10.2*	Summary Sheet for Executive Cash Compensation.
10.3	The Company’s 2009 Key Officers Incentive Plan, effective as of January 1, 2009, filed March 26, 2009 as Appendix B to the Company’s Proxy Statement, is incorporated by reference. (SEC File No. 001-07845)

* Filed with this Form 8-K.

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 1, 2013	By:	/s/ JOHN G. MOORE
		John G. Moore
		Senior Vice President – Chief Legal & HR Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1*	2013 Award Formula under the Company’s 2009 Key Officers Incentive Plan.
10.2*	Summary Sheet for Executive Cash Compensation.
10.3	The Company’s 2009 Key Officers Incentive Plan, effective as of January 1, 2009, filed March 26, 2009 as Appendix B to the Company’s Proxy Statement, is incorporated by reference. (SEC File No. 001-07845)

* Filed with this Form 8-K.

EX-10.1

Exhibit 10.1

AWARD FORMULA FOR 2013

LEGGETT & PLATT, INCORPORATED

2009 KEY OFFICERS INCENTIVE PLAN

The 2009 Key Officers Incentive Plan (“Plan”) provides cash Awards to Participants based on the Company’s operating results for the prior year. Capitalized terms not defined in this document have the meaning ascribed under the Plan. There are separate Award Formulas under the Plan for Corporate Participants and Profit Center Participants.

Under both formulas, a Participant’s Award is calculated by reference to the Target Percentage of the Participant’s annual salary at the end of the Year. The Award Formulas and each Participant’s Target Percentage are determined by the Committee no later than 90 days after the beginning of each Year or before 25% of the Performance Period has elapsed.

Participants in the Plan are the executive officers of the Company. The Company has a separate Key Management Incentive Plan for other employees. Awards under the Key Management Incentive Plan are calculated in substantially the same manner as awards under the Plan.

For 2013, Awards under the Plan will be determined by achievement of the following Performance Objectives. Additional awards will be made based on the achievement of Individual Performance Goals, which will be established separately from this Plan and will be wholly independent of Awards under this Plan.

Participant Type	Performance Objectives	Relative Weight
Corporate Participants	Return on Capital Employed (ROCE)		60	%
	Cash Flow		20	%
	Individual Performance Goals*		20	%
Profit Center Participants	Return on Capital Employed (ROCE)		60	%
	Free Cash Flow (FCF)		20	%
	Individual Performance Goals*		20	%

* These awards are established outside the Plan.

Award Formula for Corporate Participants

Awards for Corporate Participants are determined by the Company’s aggregate 2013 financial results. Financial results from acquisitions are excluded from calculations in the year of acquisition.

The Performance Objectives for Corporate Participants are calculated as follows:

ROCE =	EBIT
	Net PP&E and Working Capital1,2

¹ Quarterly averaging of Net PP&E and Working Capital

² Working Capital, excluding cash and current maturities of long-term debt, as presented on the Company’s December 31, 2013 Consolidated Balance Sheet

Cash Flow = EBITDA ± Change in Working Capital¹ – Non-Cash Impairments – Capital Expenditures

¹ Change in Working Capital, excluding cash and current maturities of long-term debt, from December 31, 2012 to December 31, 2013, as reflected on the Company’s Consolidated Balance Sheets

The Committee shall adjust all items of gain, loss or expense for the fiscal year determined to be (i) extraordinary, (ii) unusual in nature, (iii) infrequent in occurrence, (iv) related to the disposal of a segment of a business, or (v) related to a change in accounting principle, all as determined in accordance with standards established under Generally Accepted Accounting Principles.

Achievement targets and payout percentages for Corporate Participants’ Performance Objectives are set forth below. No Awards are paid for ROCE achievement below 29% and Cash Flow below $262M. The ROCE and Cash Flow payouts are each capped at 150%. Payouts will be interpolated for achievement levels falling between those set out in the schedule.

2013

Corporate Targets and Payout Schedule

ROCE					Cash Flow
Achievement	Payout				Achievement		Payout
< 29%		0	%		<$	262M		0	%
29%		50	%	Threshold	$	262M		50	%
31%		75	%		$	277M		75	%
33%		100	%	Target	$	292M		100	%
35%		125	%		$	306.5M		125	%
37%		150	%	Maximum	$	321M		150	%

The Award is calculated by multiplying a Participant’s salary, Target Percentage, the relative weight of the Performance Objective, and the payout percentage. The sample calculation set forth below assumes a Participant with a base salary of $250,000 and a Target Percentage of 50%. If the Company achieved 33% ROCE and $262M Cash Flow, the Participant’s Award under the Plan (which does not include the Individual Performance Goals), would be $87,500.

Performance Objective	Participant’s Base Salary		Participant’s Target %			Relative Weight			Payout Percentage			Award
ROCE	$	250,000		50	%		60	%		100	%	$	75,000
Cash Flow	$	250,000		50	%		20	%		50	%	$	12,500
Total Award												$	87,500

Award Formula for Profit Center Participants

Profit Center Participants manage numerous Profit Centers. The Company sets a ROCE target and a FCF target for each Profit Center every Year. The achievement of those Profit Center targets “rolls up” to an aggregate achievement for all the operations under a Profit Center Participant’s management. Financial results for each Profit Center may include a critical compliance adjustment, ranging from a potential 5% increase for exceptional safety performance to a 20% deduction for critical compliance failures. Financial results from acquisitions are excluded from calculations in the year of acquisition.

The Performance Objectives for Profit Center Participants are calculated as follows:

ROCE =	EBIT
	Net PP&E + Working Capital1, 2

¹ Monthly averaging of Net PP&E and Working Capital, adjusted for currency effects.

² Working Capital excludes cash and current maturities of long-term debt and balance sheet items not directly related to on-going Profit Center activity, such as interest receivable and payable, income taxes receivable and payable, current deferred tax assets and liabilities, and dividends payable.

FCF = EBITDA (adjusted for currency effects) ± Change in Working Capital¹ – Non-Cash Impairments – Capital Expenditures

¹ Change in Working Capital from December 31, 2012 to December 31, 2013 excludes cash and current maturities of long-term debt and balance sheet items not directly related to on-going Profit Center activity, such as interest receivable and payable, income taxes receivable and payable, current deferred tax assets and liabilities, and dividends payable.

The Committee shall adjust all items of gain, loss or expense for the fiscal year determined to be (i) extraordinary, (ii) unusual in nature, (iii) infrequent in occurrence, (iv) related to the disposal of a segment of a business, or (v) related to a change in accounting principle, all as determined in accordance with standards established under Generally Accepted Accounting Principles.

Achievement targets and payout percentages for Profit Center Participants are set forth below. No Awards are paid for achievement below 80% of the aggregate ROCE and FCF targets for the Profit Centers under the Participant’s management. The ROCE and FCF payouts are each capped at 150%. The payout will be interpolated for achievement levels falling between those set out in the schedule.

2013

Profit Center Targets

Segment	ROCE Target			FCF Target
Residential		28.3	%	$	102.5M
Commercial		25.0	%	$	43.6M
Industrial		34.2	%	$	66.9M
Specialized		32.7	%	$	46.0M

2013

Profit Center Payout Schedule

Achievement		Payout
<80%			0	%
80%	Threshold		60	%
90%			80	%
100%	Target		100	%
110%			120	%
120%			140	%
125%	Maximum		150	%

The Award is calculated by multiplying a Participant’s salary, Target Percentage, the relative weight of the Performance Objective, and the payout percentage. The sample calculation below assumes a Participant with a base salary of $250,000 and a Target Percentage of 50%. If the Participant’s Profit Centers achieved 100% of the aggregate ROCE target and 90% of the aggregate FCF target, as adjusted for compliance, the Participant’s Award under the Plan (which does not include the Individual Performance Goals), would be $95,000.

Performance Objective	Participant’s Base Salary		Participant’s Target %			Relative Weight			Payout Percentage			Award
ROCE	$	250,000		50	%		60	%		100	%	$	75,000
FCF	$	250,000		50	%		20	%		80	%	$	20,000
Total Award												$	95,000

EX-10.2

Exhibit 10.2

SUMMARY SHEET FOR EXECUTIVE CASH COMPENSATION

The following table sets forth annual base salaries provided to the Company’s principal executive officer, principal financial officer and other named executive officers in 2012 and the 2013 base salaries approved by the Compensation Committee of the Board of Directors (“Committee”) on March 27, 2013.

Named Executive Officers	2012 Base Salaries		2013 Base Salaries
David S. Haffner, Chief Executive Officer	$	995,000	$	1,055,000
Karl G. Glassman, President and Chief Operating Officer	$	745,000	$	785,000
Matthew C. Flanigan, EVP and Chief Financial Officer	$	441,000	$	475,000
Joseph D. Downes, Jr., SVP, President – Industrial Materials	$	329,000	$	338,000
Dennis S. Park, SVP, President – Commercial Fixturing & Components	$	328,000	$	338,000

The executive officers will also be eligible to receive a cash award under the Company’s 2009 Key Officers Incentive Plan (filed March 26, 2009 as Appendix B to the Company’s Proxy Statement) in accordance with the 2013 Award Formula (filed April 1, 2013 as Exhibit 10.1 to the Company’s Form 8-K). An executive’s cash award is calculated by multiplying his annual salary at the end of the year by a percentage (“Target Percentage”) set by the Committee, then applying an award formula adopted by the Committee for that year. The Target Percentages applicable to the Company’s principal executive officer, principal financial officer and other named executive officers are shown in the following table. The 2013 Target Percentages were previously changed for Mr. Haffner (100% to 115%), Mr. Glassman (75% to 90%) and Mr. Flanigan (65% to 80%) pursuant to Employment Agreements, dated March 1, 2013, filed March 6, 2013 as Exhibits 10.2, 10.3 and 10.4, respectively, to our Form 8-K.

Named Executive Officers	2013 Target Percentages
David S. Haffner, Chief Executive Officer		115	%
Karl G. Glassman, President and Chief Operating Officer		90	%
Matthew C. Flanigan, EVP and Chief Financial Officer		80	%
Joseph D. Downes, Jr., SVP, President – Industrial Materials		50	%
Dennis S. Park, SVP, President – Commercial Fixturing & Components		50	%

Individual Performance Goals. An executive’s cash award under the 2013 Award Formula is based, in part, on individual performance goals established outside the 2009 Key Officers Incentive Plan (20% relative weight). The goals for our named executive officers in 2013 are:

David S. Haffner: Margin enhancement, strategic planning for profitable growth, business unit portfolio management, and succession planning;

Karl G. Glassman: Margin enhancement, increase on-site reviews of operations, remediation of internal audit findings, and succession planning;

Matthew C. Flanigan: Margin enhancement, continuous improvement projects, information technology initiatives, working capital management, and enterprise risk management;

Joseph D. Downes, Jr.: Increase free cash flow of targeted business, utilization and efficiency initiatives, and working capital management; and

Dennis S. Park: Profitability of targeted businesses, customer and product profitability initiatives, and succession planning.

The achievement of the individual performance goals is measured by the following schedule.

Individual Performance Goals Payout Schedule

(1-5 scale)

Achievement	Payout
1 – Did not achieve goal		0	%
2 – Partially achieved goal		50	%
3 – Substantially achieved goal		75	%
4 – Fully achieved goal		100	%
5 – Significantly exceeded goal		up to 150	%