This excerpt taken from the TPX DEF 14A filed Mar 27, 2006.
Pursuant to Rule 14a-8 under the Exchange Act, stockholders who wish to nominate a candidate for election at the 2007 Annual Meeting of Stockholders or propose business for consideration at such meeting must provide written notice to the Secretary of Tempur-Pedic International not later than November 28, 2006. To be considered, such proposal or nomination must otherwise be in accordance with the requirements of Rule 14a-8. Under Tempur-Pedic Internationals by-laws, stockholders who wish to make a proposal, other than one that will be included in the Proxy Statement, must notify the Secretary of Tempur-Pedic International not later than the close of business on the 120th day, and not earlier than the close of business on the 150th day, prior to the first anniversary of the mailing of the notice for the preceding years annual meeting. Accordingly, a stockholder nomination or proposal intended to be considered at the 2007 Annual Meeting must be received by the Secretary not earlier than the close of business on October 28, 2006, and prior to the close of business on November 28, 2006. If a stockholder who wishes to present a proposal fails to notify Tempur-Pedic International by November 28, 2006 and such proposal is brought before the 2007 Annual Meeting, then under the SECs proxy rules, the proxies solicited by management with respect to the 2007 Annual Meeting will confer discretionary voting authority with respect to the stockholders proposal on the persons selected by management to vote the proxies. If a stockholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the SECs proxy rules. In order to curtail controversy as to the date on which a proposal was received by Tempur-Pedic International, it is suggested that proponents submit their proposals by Certified Mail, Return Receipt Requested, to Tempur-Pedic International Inc., 1713 Jaggie Fox Way, Lexington, KY, 40511, Attention: Secretary.