Select Comfort (SCSS)

Vote Required

Assuming a quorum is represented at the Annual Meeting, either in person or by proxy, the election of each nominee for director requires the affirmative vote of holders of the greater of (i) a majority of the shares represented and entitled to vote in person or by proxy at the meeting, or (ii) a majority of the minimum number of shares entitled to vote in person or by proxy that would constitute a quorum for the transaction of business at the Annual Meeting.  Any broker non-votes on the election of each nominee for director will be treated as shares not entitled to vote on that matter, and thus will not be counted in determining whether that matter has been approved.  If broker non-votes are required to establish presence of a quorum at the Annual Meeting, then any broker non-votes will have the same effect as a vote “AGAINST” for determining whether the election of each nominee for director receives a majority of the minimum number of shares entitled to vote in person or by proxy that would constitute a quorum for the transaction of business at the Annual Meeting.  Shares represented by a proxy voted as

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Approval of the amendment of the Select Comfort Corporation 1999 Employee Stock Plan proposed hereby requires the affirmative vote of the holders of a majority of the shares of

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