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) April 28, 2021

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	LEG	New York Stock Exchange

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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On April 28, 2021, Leggett & Platt, Incorporated (the “Company”) received a notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 from the plan administrator of the Leggett & Platt, Incorporated 401(k) Plan (the “Plan”). The notice informed the Company of a blackout period in which participants and beneficiaries in the Plan temporarily will be unable to exercise certain rights otherwise available to them under the Plan. During the blackout period, Plan participants and beneficiaries will be unable to: (i) purchase, sell, or otherwise acquire or transfer funds into or out of any of the investment alternatives in the Plan, including Company common stock; (ii) change allocations for future contributions, make payroll percentage elections, or designate beneficiaries in the Plan; (iii) receive distributions or withdrawals from, or terminate their participation in, the Plan; (iv) receive loans from the Plan; or (v) make rollover contributions into the Plan. The blackout period is required due to the need to administratively process the migration of the Plan from the recordkeeping platform of Wells Fargo Bank, N.A. to the recordkeeping platform of Principal Financial Group.

On April 29, 2021, the Company delivered to its directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a notice required by Rule 104 of the Securities and Exchange Commission Regulation Blackout Trading Restriction (“Regulation BTR”). The Regulation BTR notice imposes a blackout period on such directors and officers during which they will be prohibited from directly or indirectly purchasing, selling, or otherwise acquiring or transferring any Company common stock or derivative securities with respect to Company common stock acquired in connection with their service or employment as a director or officer, except as otherwise exempted by Regulation BTR. A copy of the Regulation BTR blackout notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The blackout period applicable to Plan participants and beneficiaries, as well as to our directors and officers subject to Section 16 of the Exchange Act, is expected to begin on June 16, 2021 at 1:00 p.m. Eastern Time and is expected to end during the calendar week of June 20, 2021 through June 26, 2021. The Company’s common stockholders or other interested persons may obtain, without charge, the actual beginning and ending dates of the blackout period (during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the blackout period by contacting Scott S. Douglas, Senior Vice President – General Counsel & Secretary, Leggett & Platt, Incorporated, at No. 1 Leggett Road, Carthage, Missouri 64836, or by calling (800) 888-4569.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.     

EXHIBIT INDEX

Exhibit Number	Description
99.1*	Regulation BTR Blackout Notice dated April 29, 2021
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.

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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 29, 2021	By:	/s/ SCOTT S. DOUGLAS
		Scott S. Douglas
		Senior Vice President — General Counsel & Secretary

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EX-99.1

Exhibit 99.1

Notice of Blackout Period

Under the

Leggett & Platt, Incorporated 401(k) Plan

(As Required by Rule 104 Under SEC Regulation Blackout Trading Restriction)

To:	All Directors and Section 16 Officers of Leggett & Platt, Incorporated
From:	Scott S. Douglas, Senior Vice President – General Counsel & Secretary, Leggett & Platt, Incorporated
Date:	April 29, 2021
Subject:	Notice of Blackout Trading Restriction Period (the “BTR Blackout Period”)

Class of Securities Subject to the BTR Blackout Period

This notice is to inform you of significant restrictions on your ability to transact in the Company’s common stock, $.01 par value, (together with any derivative security thereof including options or units, “Leggett Stock”), during an upcoming BTR Blackout Period. The additional restrictions during this period are imposed on the Company’s directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission (“SEC”) Regulation Blackout Trading Restriction (“BTR”). The BTR Blackout Period is in addition to the Company’s regularly scheduled blackout period related to our earnings release under the Company’s insider trading policy.

The purpose of this Notice is to inform you of the impending BTR Blackout Period under the Leggett & Platt, Incorporated 401(k) Plan (the “Plan”), during which you generally will be prohibited from effecting any direct or indirect transactions in Leggett Stock that you acquired in connection with your service or employment as a director or Section 16 officer of the Company. We are obligated under the Sarbanes-Oxley Act to provide you with this Notice, which contains specific information regarding the BTR Blackout Period. In addition, we are required to file this Notice with the SEC as part of a Form 8-K.

Reasons for BTR Blackout Period and Plan Transactions to be Suspended

The Plan will be migrated from the recordkeeping platform of Wells Fargo Bank, N.A. to the recordkeeping platform of Principal Financial Group. The BTR Blackout Period is necessary to administratively transfer the individual accounts, including those accounts with Leggett Stock, onto the new recordkeeping platform. As a result of this migration, Plan participants and beneficiaries will temporarily be unable to:

(i) purchase, sell, or otherwise acquire or transfer funds into or out of any of the investment alternatives in the Plan, including Leggett Stock;

(ii) change allocations for future contributions, make payroll percentage elections, or designate beneficiaries in the Plan;

(iii) receive distributions or withdrawals from, or terminate their participation in, the Plan;

(iv) receive loans from the Plan; or

(v) make rollover contributions into the Plan.

Plan participants and beneficiaries have received or will receive a separate notice informing them of the blackout period in accordance with applicable law. The period of restriction applicable to Plan participants and beneficiaries matches the time frame in the BTR Blackout Period referenced below.

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Length of Blackout Period

The BTR Blackout Period is expected to begin on June 16, 2021 at 1:00 p.m. Eastern Time and is expected to end during the calendar week of June 20, 2021 through June 26, 2021. If there is a change to the beginning date or the length of the BTR Blackout Period, Leggett will provide you with notice of such adjustment as soon as reasonably practicable. You may obtain, without charge, the actual beginning and ending dates of the BTR Blackout Period (during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the BTR Blackout Period, by contacting Scott S. Douglas – Senior Vice President, General Counsel & Secretary, Leggett & Platt, Incorporated, at No. 1 Leggett Road, Carthage, Missouri 64836, or by calling (800) 888-4569.

Restrictions on Directors and Section 16 Officers During the BTR Blackout Period

Because participants and beneficiaries in the Plan will be unable to direct or diversify assets, including Leggett Stock during the BTR Blackout Period, Leggett’s directors and Section 16 officers will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 for the duration of the BTR Blackout Period.

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the Company’s directors and Section 16 officers are prohibited during the BTR Blackout Period from:

(i) purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any Leggett Stock acquired in connection with his or her service or employment as a director or Section 16 officer;

(ii) being awarded any “discretionary grant” of Leggett Stock, including options, units, or other equity securities;

(iii) exercising options, whether or not in combination with the sale of underlying shares of Leggett Stock;

(iv) transferring an investment of Leggett Stock in the Plan;

(v) liquidating a position in a security tied to the value of Leggett Stock; and

(vi) enrolling in a plan or establishing or changing the deferral percentage in a plan that offers Leggett Stock as an investment alternative.

Please note the following:

• Prohibited transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

• There are exemptions for certain transactions including gifts, acquisitions in formula plans and other non-discretionary “automatic” transactions, such as bi-weekly acquisitions in the Company’s Deferred Compensation Program and the Executive Stock Unit Program.

• Although you are permitted to engage in transactions involving Leggett Stock that were not acquired in connection with your service or employment as a director or officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.

• These restrictions apply regardless of whether you participate in the Plan.

If you engage in a transaction that violates these laws and regulations, you may be required to disgorge your profits from the transaction, and you may be subject to sanctions. Because of the complexity of the regulations and the severity of the penalties and other remedies, please contact me before engaging in any transaction involving Leggett Stock during the BTR Blackout Period.

Thank you.

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XML

Document and Entity Information	Apr. 28, 2021
Cover [Abstract]
Entity Registrant Name	LEGGETT & PLATT INC
Amendment Flag	false
Entity Central Index Key	0000058492
Document Type	8-K
Document Period End Date	Apr. 28, 2021
Entity Incorporation State Country Code	MO
Entity File Number	001-07845
Entity Tax Identification Number	44-0324630
Entity Address, Address Line One	No. 1 Leggett Road
Entity Address, City or Town	Carthage
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	64836
City Area Code	417
Local Phone Number	358-8131
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $.01 par value
Trading Symbol	LEG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false