Tempur-pedic International (TPX)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On December 17, 2009, the Board of Directors of Tempur-Pedic International Inc. (the “Company”) voted to expand the size of the Board of Directors and elect Evelyn S. Dilsaver as a member of the Board of Directors and Audit Committee effective immediately. Ms. Dilsaver was recommended to the Board of Directors and Audit Committee by the Company’s Nominating and Corporate Governance Committee. Ms. Dilsaver’s term will expire at the Company’s next annual meeting of stockholders. After the election of Ms. Dilsaver, the Board of Directors consists of eleven members.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d) On October 10, 2006, the Board of Directors of Tempur-Pedic International Inc. (the “Company”) voted to expand the size of the Board and elect Peter Hoffman as a member of the Board of Directors effective immediately. Mr. Hoffman was recommended to the Board by the Company’s Nominating and Corporate Governance Committee. Mr. Hoffman’s term will expire at the Company’s next annual meeting of stockholders. After the election of Mr. Hoffman, the Board consists of nine members. On October 12, 2006, the Board appointed Mr. Hoffman to serve on the Audit Committee of the Board of Directors.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) - (c) Jeffrey B. Johnson, Vice President, Corporate Controller, Chief Accounting Officer and Assistant Secretary of Tempur-Pedic International Inc. (the “Company”) has informed the Company of his intention to resign from his position with the Company effective May 31, 2006. Mr. Johnson also informed the Company the he has accepted a position as Chief Financial Officer with another company in an unrelated industry. Bhaskar Rao, the Company’s current Vice President of Strategic Planning, will assume the position of Chief Accounting Officer effective upon Mr. Johnson’s departure and will remain as the Vice President of Strategic Planning.

Mr. Rao, age 40, joined the Company in January 2004 as the Director of Financial Planning and Analysis. In October 2005, Mr. Rao was promoted to the position of Vice President of Strategic Planning. From May 2002 to December 2003, Mr. Rao was employed by Ernst & Young LLP. Mr. Rao’s last position at Ernst &Young LLP prior to joining the Company was Senior Manager in the assurance and business advisory group. Mr. Rao was employed by Arthur Anderson from 1994 until May 2002, when the Louisville, Kentucky office was acquired by Ernst & Young LLP. Mr. Rao graduated summa cum laude from Bellarmine University with B.A. degrees in Accounting and Economics.