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):  May 14, 2008

SELECT COMFORT CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation or organization)

0-25121	41-1597886
(Commission File No.)	(IRS Employer Identification No.)

9800 59th Avenue North, Minneapolis, Minnesota 55442

(Address of principal executive offices)             (Zip Code)

(763) 551-7000

(Registrant’s telephone number, including area code)

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:

¨ 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 7.01.  REGULATION FD DISCLOSURE.

On May 14, 2008, Select Comfort Corporation held its Annual Meeting of Shareholders, which included a presentation by senior management.  A copy of the presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

Exhibit 99.1    Annual Meeting of Shareholders presentation, dated May 14, 2008

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SELECT COMFORT CORPORATION
	(Registrant)
Dated:  May 14, 2008	By:	/s/ Mark A. Kimball
	Title:	Senior Vice President

INDEX TO EXHIBITS

The exhibit listed in this index is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any document filed under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.

Exhibit No.	Description of Exhibit
99.1	Annual Meeting of Shareholders presentation, dated May 14, 2008

EX-99.1

“Path Forward”

2008 Annual Meeting
of Shareholders

2

Mark Kimball
General Counsel

3

Introductions

Board of Directors

Senior Management

KPMG

The Carideo Group/Broadridge

4

Meeting Agenda

Present Matters for Shareholder Vote

Voting

Adjourn Formal Portion of the Meeting

Management Presentations

Q & A

Vote Results

5

Shareholder Business

Election of Directors

§Christopher P. Kirchen

§Brenda J. Lauderback

§Michael A. Peel

§Jean-Michel Valette

Approval of Selection of KPMG as
Independent Auditors

6

Statements used in this presentation that relate to future plans, events, financial results or
performance are forward-looking statements that are subject to certain risks and uncertainties
including, among others, such factors as general and industry economic trends; uncertainties arising
from global events; consumer confidence; effectiveness of our advertising and promotional efforts;
our ability to obtain sufficient liquidity and capital resources to fund our operations and the
increasing cost of credit; our ability to attract and retain qualified sales professionals and other key
employees; consumer acceptance of our products, product quality, innovation and brand image; our
ability to continue to expand and improve our product line; industry competition; warranty expenses;
risks of potential litigation; our dependence on significant suppliers, and the vulnerability of any
suppliers to commodity shortages, inflationary pressures, labor negotiations, liquidity concerns or
other factors; rising commodity costs; the capability of our information systems to meet our business
requirements and our ability to upgrade our systems on a cost-effective basis without disruptions to
our business; and increasing government regulations, including new flammability standards for the
bedding industry and our ability to successfully implement systems and manufacturing process
changes to ensure compliance with these requirements. Additional information concerning these and
other risks and uncertainties is contained in our filings with the Securities and Exchange
Commission, including our 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 that may be in today’s presentation.

Forward Looking Statements

“Path Forward”

Bill McLaughlin
Chief Executive Officer

8

Agenda

Perspective

Plan and Actions

Path Forward

§Brand Development

§Customer Experience

Q & A

9

Leader in affordable luxury sleep products and
innovation

Vision:

Strategy:

Awareness

People &
Systems

Distribution

Innovation

Excellence
& Leverage

Destination

10

($ in millions)

($ in millions)

Journey

11

Recent Challenge - External & Internal

2007-08 Development

Senior Leadership

§Sales

§Marketing

Product Development

Store Design

Brand & Media Development

12

Stabilization/Recovery Plan

Preserve Cash

Rightsize Costs (preserve, strengthen
advantages)

Disciplined Growth

13

($ in millions)

* Please refer to slide 42 of this presentation for a definition of “Free Cash Flow” which
is a non-GAAP financial measure.

*

Q1 Cash Management

14

$45 Million Annual Impact

Cost & Margin

Headcount and Overhead-20%

§HQ

§Plants

§Sales

Price and Discounts

15

Disciplined Growth

Product innovation

§Beds

§Accessories

Marketing

Sales leadership and process

16

Journey remains challenging; but worthwhile

Known

Product

Owner Endorsement

Business Model

People

2008 Agenda

Unknown

Economy

Financial Markets

Commodity Costs

17

Aware

Consider

Attract

Close

C. Hall

S. Ibach

Experience

Countering Recession

18

Cathy Hall
Chief Marketing Officer

19

Retail Awareness

Source:Brand Tracker

(Unaided)

	Total Unaided Awareness October 2007
Sleep Number/Select Comfort Net	4%

2008 Marketing Objectives:

20

Strategies:

1.Target active mattress shoppers and
those motivated and capable of
purchasing in a difficult economy

2.Increase efficiency by integrating
campaign across all channels

3.Leverage unique product benefit:
personalized comfort

21

Broad Reach

:30 TV engages consumer
attention; drives awareness and
consideration

Direct Response

:60s and :120s, direct response
print, and digital deliver the depth of
product information consumers
seek for what is a considered
purchase

Aware

Consider

1. Strategy: Target active mattress shoppers and
those motivated and capable of purchasing in a
difficult economy

22

2. Strategy: Increase efficiency by integrating
campaign across all channels

Retail, Direct and E-Commerce

Align media spend to reach more target consumers and to provide
motivation to learn more

23

Purchase Consideration

Source: Purchase Process Study;Quantitative
Concept Research

3. Strategy: Leverage unique product benefit:
personalized comfort

Quality

Comfort

Provides Good Support

Good for Your Back

Price

Durability/Long-lasting

Most important purchase consideration

Other considerations

Concept research also confirms personalized comfort drives consideration

Comfort is #1 driver of purchase consideration among consumers actively
shopping for a mattress

24

3. Strategy: Leverage unique product benefit:
personalized comfort

New brand campaign levers product’s unique
point of difference and acknowledges
macroeconomic environment

§Consumer Insight: The tougher your day, the more
you deserve a Sleep Number night

§Main Message: The most comfortable sleep is the one
you control yourself

25

Source:Quantitative Creative Research

Personalized comfort comes through loud and clear, as
does store awareness

Key attributes	Top 2 Box Agreement (% Strongly/Very Strongly Agree)
Adjust to my own level of firmness	3-spot av. 91%
Are available at Sleep Number stores	85%
Are unlike any other mattress	79%

Testing demonstrates strength of new
brand creative

26

Initial in-market results are in line with
our expectations

Markets with dedicated campaign elements
consistently outperforming balance of chain

Still very early in the campaign.Expect to build on
results over time

Will communicate more after Q2

27

Shelly Ibach
Senior Vice President
US Sales

28

Aware

Consider

Attract

Experience

Close

Consumer Experience

29

Multiple
Channels

Team

Leadership Changes

Mission Driven

Attract

Experience

Close

Consumer
Centric

Proven Model

Promotions

Store Design

Bedding accessories

30

Attract

Experience

Close

Building on Proven Model: Leveraging multi-channel approach
to optimizing our investment and store count

Stores, E-Comm and Direct

§Convenience

§Experience / Product knowledge

Select Comfort Sales Force

§Sleep Expertise

§Direct to consumer, immediate product feedback

Superior Store Economics

§High end, high traffic malls

§Sales, 2x national average per square foot

§Small footprint < 2,000 square feet

§Low inventory, low cash investment

Multiple Channels

31

Attract

Experience

Close

Promotions:

Leverage Market Share Periods

Drive traffic with urgent, value
orientated message

Profitable Growth

Example: Sleep Number Special
Edition Bed for the Memorial Day
Event

§Queen set price $1399, comparable
value $1899

§While supplies last

Multiple Channels

32

Attract

Experience

Close

Consumer Centric

New store design: Attracts, engages, orients and inspires

33

Attract

Experience

Close

Consumer Centric

Experience: About both the product and the service

34

Attract

Experience

Close

Consumer Centric

Re-brand to Sleep Number® : Eliminate brand confusion; optimize
investments in raising awareness for Sleep Number brand

35

Attract

Experience

Close

Enhance consumer experience

Lead industry in innovation

Bedding Accessories: Accelerate Profitable Growth

Consumer Centric

36

Attract

Experience

Close

Team

High-performance Teams: Drive profitable growth

Leadership changes

Leadership development

Selling process - skill development

Lead management best practices

Excellence in execution

37

Attract

Experience

Close

Team - - Mission Driven

To improve people’s lives by improving their
sleep

38

Bill McLaughlin
Chief Executive Officer

39

Summary

Clear “Path Forward”

Have a plan and are executing

Know you have our full commitment

Thank you for your support

40

Q & A

41

Shareholder Business

Vote Results

42

Non-GAAP Financial Measures

Slide 13 of this presentation refers to "free cash flow" which is a
non-GAAP financial measure. This measure should not be
considered in isolation, or a substitute for, the corresponding
GAAP measure. This measure as calculated by the company, may
not be comparable to similar calculations of other companies.  We
calculate "free cash flow" as cash flows provided by operating
activities less capital expenditures. We believe free cash flow
provides insight into the amount of cash that the company has
available for discretionary uses after expenditures for interest and
sustaining capital expenditures. In addition, it is a measure
frequently used by securities analysts, investors and others in the
evaluation of companies in our industry.