UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Leggett & Platt, Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Leggett & Platt® Incorporated 2018 ANNUAL MEETING PROXY STATEMENT

		FROM OUR   CHAIRMAN OF THE BOARD

Fellow Shareholders:

At Leggett & Platt, our mission is to enhance people’s lives by designing and manufacturing innovative, distinctive products and components for use in bedding, automobiles, furniture, seating, homes, offices, and airplanes. We efficiently turn ordinary materials into extraordinary products through the outstanding efforts of our 22,000 employees around the world.

At the core of our strategy is a commitment to excellence and innovation. The Company grows and prospers as we expand or obtain positions in attractive markets, develop inventive proprietary products, and continuously improve production and distribution efficiency. Through these efforts, we strive to generate Total Shareholder Return for our stockholders that ranks in the top 1/3 of the S&P 500.

We look forward to sharing more about Leggett at our Annual Meeting of Shareholders to be held on Tuesday, May 15, 2018, at our headquarters at the Cornell Campus in Carthage, Missouri. In addition to the business to be transacted at the Annual Meeting, as described in this Notice of Annual Meeting of Shareholders and Proxy Statement, we will discuss developments during the past year, outline the progress we’ve made on our strategic priorities, and respond to shareholder questions.

Your vote is very important. Whether or not you plan to attend the meeting, please vote as soon as possible, either online at www.proxypush.com/leg or by returning the enclosed proxy or voting instruction card.

On behalf of the Board of Directors, I thank you for your participation and investment in Leggett.

Sincerely,

LEGGETT & PLATT, INCORPORATED

R. Ted Enloe, III

Board Chair

NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS

Tuesday, May 15, 2018 | 10:00 a.m. Central Time

Leggett & Platt Conference Center, 1 Leggett Road, Carthage, Missouri

Dear Shareholders:

The annual meeting of shareholders of Leggett & Platt, Incorporated (the “Company”) will be held at the Company’s Conference Center, 1 Leggett Road, Carthage, Missouri 64836, on Tuesday, May 15, 2018, at 10:00 a.m. Central Time:

You are entitled to vote only if you were a Leggett & Platt shareholder at the close of business on March 6, 2018.

An Annual Report to Shareholders outlining the Company’s operations during 2017 accompanies this Notice of Annual Meeting and Proxy Statement.

By Order of the Board of Directors,

Scott S. Douglas

Secretary

Carthage, Missouri

March 28, 2018

TABLE OF CONTENTS

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CORPORATE GOVERNANCE AND BOARD MATTERS

Leggett & Platt has a long-standing commitment to sound corporate governance principles and practices. The Board of Directors has adopted Corporate Governance Guidelines that establish the roles and responsibilities of the Board and Company management. The Board has also adopted a Code of Business Conduct and Ethics applicable to all Company employees, officers and directors, as well as a separate Financial Code of Ethics applicable to the Company’s CEO, CFO, and principal accounting officer. These documents can be found at www.leggett-search.com/governance.

Director Independence

Board Leadership Structure

Communication with the Board

Shareholders and all other interested parties wanting to contact our Board of Directors may e-mail the Board Chair, Mr. Enloe, at boardchair@leggett.com. They can also write to Leggett & Platt Board Chair, P.O. Box 637, Carthage, MO 64836. The Corporate Secretary’s office reviews this correspondence and periodically sends Mr. Enloe all communications except items unrelated to Board functions. In his discretion, Mr. Enloe may forward communications to the full Board or to any of the other independent directors for further consideration.

During 2017 and early 2018, we engaged with shareholders on a variety of governance issues, including proxy access, board refreshment and director evaluations, with an independent director participating in those discussions, as appropriate.

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Board and Committee Composition and Meetings

The Board held four meetings in 2017, and its committees met the number of times listed in the table below. All directors attended at least 75% of the Board meetings and their respective committee meetings. Directors are expected to attend the Company’s annual meeting of shareholders, and all of them attended the 2017 annual meeting.

The Board has a standing Audit Committee, Compensation Committee, and Nominating & Corporate Governance (N&CG) Committee. These committees consist entirely of independent directors, and each operates under a written charter adopted by the Board. The Audit, Compensation, and N&CG Committee charters are posted on our website at www.leggett-search.com/governance.

Board and Committee Evaluations

The Board and each of its Committees conduct an annual self-evaluation of their practices and charter responsibilities. In addition, the Board periodically conducts director peer reviews of the qualifications and contributions of its individual members. In 2017, one-on-one director evaluations were conducted by the Board Chair. The N&CG Committee oversees these reviews and reports to the Board.

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Board’s Oversight of Risk Management

Consideration of Director Nominees and Diversity

The Nominating & Corporate Governance Committee is responsible for identifying and evaluating qualified candidates for election to the Board of Directors. The Committee’s procedure can be found at www.leggett-search.com/governance. Following its evaluation, the N&CG Committee recommends to the full Board a slate of director candidates for inclusion in the Company’s proxy statement and proxy card.

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The N&CG Committee seeks to identify and recruit the best available candidates, who should have the following minimum qualifications:

Board Diversity. The N&CG Committee recognizes the value of cultivating a Board with a diverse mix of opinions, perspectives, skills, experiences, and backgrounds. A diverse board enables more balanced, wide-ranging discussion in the boardroom, which, we believe, enhances the decision-making processes. Having diverse representation and a variety of viewpoints is also important to our shareholders and other stakeholders.

As such, the N&CG Committee considers director candidates from a wide variety of backgrounds, without discrimination based on race, ethnicity, color, ancestry, national origin, religion, sex, sexual orientation, gender identity, age, disability, or any other status protected by law.

All nominations to the Board will be based upon merit and experience relevant to the Board’s current and anticipated needs, as well as Leggett’s businesses. Subject to this overarching principle, the N&CG Committee will always have regard for the need to consider director candidates to maintain and strengthen the Board’s diversity.

Director Recommendations from Shareholders. The N&CG Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, for candidates recommended by a shareholder. Shareholders who wish to recommend candidates for the N&CG Committee’s consideration must submit a written recommendation to the Secretary of the Company at 1 Leggett Road, Carthage, MO 64836. Recommendations must be sent by certified or registered mail and received by December 15^th for the N&CG Committee’s consideration for the following year’s annual meeting of shareholders. Recommendations must include the following:

Director Nominations for Inclusion in Leggett’s Proxy Materials (Proxy Access). In February 2017, the Board approved a proxy access bylaw, which permits a shareholder, or group of up to 20 shareholders, owning at least 3% of our outstanding shares continuously for at least three years, to nominate and include in Leggett’s proxy materials up to the greater of two nominees or 20% of the Board, provided the shareholders and nominees satisfy the requirements specified in our bylaws. Notice of proxy access nominees for the 2019 annual meeting must be received no earlier than January 15, 2019 and no later than February 14, 2019.

Notice of Other Director Nominees. For shareholders intending to nominate a director candidate for election at the 2019 annual meeting outside of the Company’s nomination process, our bylaws require that the Company receive notice of the nomination no earlier than January 15, 2019 and no later than February 14, 2019. This notice must provide the information specified in Section 2.2 of the bylaws.

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Transactions with Related Persons

Each of the following transactions was approved in accordance with our Corporate Governance Guidelines:

Compensation Committee Interlocks and Insider Participation

No Compensation Committee member had an interlocking relationship as described in Item 407(e)(4) of Regulation S-K.

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DIRECTOR COMPENSATION

Our non-employee directors receive an annual retainer, consisting of a mix of cash and equity, as set forth below. Our employee directors (Mr. Glassman and Mr. Flanigan) do not receive additional compensation for their Board service.

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Director Compensation in 2017

Our non-employee directors received the following compensation in 2017:

Only one director held outstanding stock options as of December 31, 2017: Mr. Enloe’s 10,174 options granted in 2016 in lieu of cash compensation under our Deferred Compensation Program.

All of our non-employee directors held unvested stock or stock units as of December 31, 2017 as set forth below. These restricted stock shares and RSUs will vest on May 14, 2018.

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PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

In recommending the slate of director nominees, our Board has chosen individuals of character and integrity, with a commitment to the long-term growth and profitability of the Company. We believe each of the nominees brings significant business or public experience relevant and beneficial to the Board and the Company, as well as a work ethic and disposition that foster the collegiality necessary for the Board and its committees to function efficiently and best represent the interests of our shareholders.

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The Board recommends that you vote FOR the election of each of the director nominees.

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The Board recommends that you vote FOR the ratification of PwC

as the independent registered public accounting firm.

Audit and Non-Audit Fees

The Audit Committee is directly responsible for the compensation, retention, performance and oversight of the independent external audit firm, directly involved in the selection of the lead engagement partner, and responsible for the audit fee negotiations associated with retaining PwC. The fees billed or expected to be billed by PwC for professional services rendered in fiscal years 2017 and 2016 are shown below.

The Audit Committee has determined that the provision of these approved Non-Audit Services by PwC is compatible with maintaining PwC’s independence.

Pre-Approval Procedures for Audit and Non-Audit Services

The Audit Committee has established a procedure for pre-approving the services performed by the Company’s auditors. All services provided by PwC in 2017 were approved in accordance with the adopted procedures. There were no services provided or fees paid in 2017 for which the pre-approval requirement was waived.

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The procedure provides standing pre-approval for:

Any other audit, audit-related, or tax services provided by the Company’s auditors require specific Audit Committee pre-approval. The Audit Committee must also specifically approve in advance all permissible Non-Audit Services to be performed by the Company’s auditors. Management provides quarterly reports to the Audit Committee concerning any fees paid to the auditors for all services.

Audit Committee Report

The Audit Committee is composed of six non-management directors who are independent as required by SEC and NYSE rules. The Audit Committee operates under a written charter adopted by the Board which is posted on the Company’s website at www.leggett-search.com/governance.

Based on the review and discussions with management and PwC referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s 2017 Annual Report on Form 10-K.

Judy C. Odom (Chair)

Robert E. Brunner

Robert G. Culp, III

R. Ted Enloe, III

Joseph W. McClanathan

Phoebe A. Wood

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The Board recommends that you vote FOR the Company’s executive compensation package.

Discretionary Vote on Other Matters

We are not aware of any business to be acted upon at the annual meeting other than the three items described in this proxy statement. Your signed proxy, however, will entitle the persons named as proxy holders to vote in their discretion if another matter is properly presented at the meeting. If one of the director nominees is not available as a candidate for director, the proxy holders will vote your proxy for such other candidate as the Board may nominate.

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EXECUTIVE COMPENSATION AND RELATED MATTERS

Compensation Discussion & Analysis

Our Compensation Committee, consisting of six independent directors, is committed to creating and overseeing an executive compensation program that enables us to attract and retain a superior management team that has targeted incentives to build long-term value for our shareholders. To meet these objectives, the Committee has implemented a compensation package that:

This Compensation Discussion and Analysis describes our executive compensation program and the decisions affecting the compensation of our Named Executive Officers (the “NEOs”):

Executive Summary

This section provides an overview of our NEOs’ compensation structure, Leggett’s pay practices and the Committee’s compensation risk management. Additional details regarding the NEOs’ pay packages, the Committee’s annual review of the executive officers’ compensation and our equity pay practices are covered in the sections that follow.

The largest component of our executives’ 2017 compensation package, Performance Stock Units (“PSUs”), is based on our Total Shareholder Return (“TSR”)⁽¹⁾ over rolling three-year periods relative to approximately 320 peer companies making up the industrial, materials and consumer discretionary sectors of the S&P 500 and S&P Midcap 400. Leggett’s cumulative TSR from 2015-2017 was 21.9%, which placed us in the 43rd percentile of the peer group and resulted in a 61% payout versus target for the three-year PSUs vesting on December 31, 2017.

The Profitable Growth Incentive (“PGI”) is a two-year, performance-based equity program with payouts determined by revenue growth⁽²⁾ and EBITDA margin⁽³⁾—two key levers for achieving our long-range TSR goals. Corporate participants did not receive a payout for the 2016-2017 PGI awards, as the Company’s revenue growth over those two years did not reach the threshold 2.8% compound annual growth rate.

Our executives’ 2017 annual incentive payouts under the Key Officers Incentive Plan tracked the Company’s operational results in 2017, in which we generated incentive cash flow of $391.8 million (versus a target of $450 million) and 45.2% return on capital employed (versus a target of 50%).⁽⁴⁾

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Structuring the Mix of Compensation

The Committee uses its judgment to determine the appropriate percentage of variable and fixed compensation, the use of short-term and long-term performance periods, and the split between cash and equity-based compensation. The ultimate payment and value of the variable elements depends on actual performance and could result in no payout if those conditions are not met. The following table shows the key attributes of the 2017 compensation programs used to drive performance and build long-term shareholder value:

Sound Pay Practices

The Company is committed to executive compensation practices that align the interests of our executives and our shareholders:

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CEO 2017 Compensation Mix At Target PGI 13% BASE SALARY 17% ANNUAL INCENTIVE 21% PSUs 49% All Other NEOs 2017 Compensation Mix At Target BASE SALARY 27% ANNUAL INCENTIVE 20% PSUs 37% PGI 16% Performance-based Compensation 83% 73%

Additional Investment in Leggett Stock

In addition to having pay packages that are heavily weighted to Leggett equity-based awards, for many years our NEOs have voluntarily deferred substantial portions of their cash compensation into Company stock through the Executive Stock Unit Program (the “ESU Program”) and the Deferred Compensation Program. Through participation in these programs, particularly the ESU Program, in which Company equity is held until the executive leaves the Company, our NEOs are further invested in the long-term success of the Company.

Managing Compensation Risk

The Committee regularly reviews whether our executive compensation policies and practices (as well as those that apply to our employees generally) are appropriate and whether they create risks or misalignments that are reasonably likely to have a material adverse effect on the Company.

We believe that our compensation programs align our executives’ incentives for risk taking with the long-term best interests of our shareholders. We mitigate risk by allocating incentive compensation across multiple components. This structure reduces the incentive to take excessive risk because it:

Additional safeguards against undue compensation risk include stock ownership guidelines, caps on incentive payouts and clawback policies.

Impact of 2017 Say-on-Pay Vote

At our annual meeting of shareholders held on May 9, 2017, 93% of the votes cast on the Say-on-Pay proposal approved the compensation of our NEOs. The Committee believes that this shareholder vote strongly endorses the Company’s compensation philosophy and programs. The Committee took this support into account as one of many factors it considered in connection with the discharge of its responsibilities (as described in this Compensation Discussion and Analysis) in exercising its judgment in establishing and overseeing our executive compensation arrangements throughout the year.

Changes for 2018

In order to better align the NEOs’ compensation package with the Company’s long-term strategy, the Committee approved the transition in 2018 to a three-year PSU award with 50% of the award vesting based upon relative TSR and 50% vesting based upon the compound annual growth rate for the Company’s earnings before interest and taxes (“EBIT”), the primary operational driver for increasing our TSR. The granting of PGI awards, which had a two-year performance period, was discontinued in 2018, with that portion of the NEOs’ pay package being shifted to the new PSU awards.

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Our Compensation Components and Programs

Base Salary

Base salary is the only fixed portion of our NEOs’ compensation package. Salary levels are intended to reflect specific responsibilities, performance and experience, while taking into account market compensation levels for comparable positions. Although base salary makes up less than one-fourth of our NEOs’ aggregate compensation, it’s the foundation for the total package with the variable compensation components set as percentages of base salary:

The Committee reviews and determines the NEOs’ base salaries (along with the rest of their compensation packages) during the annual review, which is discussed on page 29.

Annual Incentive

Our NEOs earn their annual incentive, a cash bonus paid under the Key Officers Incentive Plan (the “Incentive Plan”), based on achieving certain performance targets for the year.

Our executive officers are divided into two groups under the Incentive Plan, depending upon their areas of responsibility: (i) corporate participants (Glassman, Flanigan and Douglas), whose performance criteria and payouts are based on the Company’s overall results, and (ii) profit center participants (Davis and Dolloff) whose performance targets are set for the operations under their control. The NEOs also have individual performance goals (“IPGs”) as part of their annual incentive.

Each NEO has a target incentive amount—the amount he would receive if he achieved exactly 100% of all performance goals. The target incentive amount is the officer’s base salary multiplied by his target incentive percentage. At the end of the year, the target incentive amount is multiplied by the payout percentages for the various performance metrics (each with its own weighting) to determine the annual incentive payout.

Performance Metrics. The Committee chose ROCE as the primary incentive target (60% weighting) to improve earnings and maximize returns on key assets by carefully managing working capital and fixed asset investments. The annual incentive is also based upon cash flow (20% weighting), which is critical to fund the Company’s dividend, capital expenditures and ongoing operations. The 2017 award formula provides that the ROCE and cash flow calculations will be adjusted for all items of gain, loss or expense (i) from non-cash impairments; (ii) related to loss contingencies identified in the Company’s 2016 10-K; (iii) that are unusual in nature or infrequent in occurrence; (iv) related to the disposal of a segment of a business; or (v) related to a change in accounting principle. The Incentive Plan also permits adjustments to remove the effects of changes in the tax law. Profit center participants are also subject to an adjustment ranging from a potential 5% increase for exceptional safety performance to a 20% deduction for their operations’ failure to achieve safety, audit and environmental standards.

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Target Incentive Amount Base Salary Target Incentive Percentage Weighted Payout Percentage ROCE(1) Achievement % Cash Flow(2) Achievement % IPG Achievement % Potential adjustment for safety, audit and environmental (profit center participants only) 60% Weighting 20% Weighting 20% Weighting Annual Incentive

The annual incentive payout is calculated as follows, and more fully described below:

For profit center participants (Davis and Dolloff), the same formula is used, except (i) EBITDA is adjusted for currency effects and (ii) change in working capital excludes balance sheet items not directly related to ongoing activities.

Individual Performance Goals. In addition to the financial metrics described above, the annual incentive includes IPGs (20% weighting) that are tailored to each executive’s responsibilities and aligned with the Company’s strategic goals. The Committee approved the 2017 IPGs covering the following areas of responsibility, with achievement based upon the performance scale detailed in the tables below:

Targets and Payout Schedules. Upon selecting the metrics and IPGs, the Committee established performance achievement targets and payout schedules. In setting the payout schedules, the Committee evaluated various payout scenarios before selecting one that struck a balance between accountability to shareholders and motivation for participants. For corporate participants (Glassman, Flanigan and Douglas), the target for 100% payout on ROCE was increased from 46% in 2016 to 50% under the 2017 award formula, and the target for 100% payout on cash flow remained $450 million with the goal for a maximum payout increasing from $500 million to $525 million. The payout for each portion of the annual incentive is capped at 150%. The NEOs’ annual incentive ultimately depends upon how well they perform against the targets.

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2017 Corporate Payout Schedule

2017 Profit Center Payout Schedule

Mr. Dolloff’s target for a 100% payout was 52.5% ROCE (66.2% actual) and $98.8 million free cash flow ($151.0 million actual) for the Specialized Products Segment and 43.3% ROCE (34.7% actual) and $55.7 million free cash flow ($46.3 million actual) for the Furniture Products Segment. His annual incentive opportunity was apportioned between Specialized Products (56.1%) and Furniture Products (43.9%) based on their relative 2016 EBITDA.

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The following table provides the details of the 2017 annual incentive payouts for our NEOs:

Equity-Based Awards

In 2017, we granted performance stock units and Profitable Growth Incentive awards to our NEOs and other senior managers. The PSU and PGI awards tie our executive officers’ pay to the Company’s performance and shareholder returns. The payouts from these equity-based awards reflect our philosophy that executive compensation should provide greater rewards for superior performance, as well as accountability for underperformance.

Performance Stock Units. Leggett’s long-term strategic plan emphasizes the Company’s TSR performance versus peer companies. The Committee grants PSUs to a small group of senior managers, including the NEOs, to drive and reward those results. The PSU grants are set by multiplying the executive’s base salary by the PSU award percentage (see the table on page 21.

The 2017 PSUs have a three-year performance period, with the payout based on Leggett’s three-year TSR relative to the TSR of all the companies in the industrial, materials and consumer discretionary sectors of the S&P 500 and S&P Midcap 400 (about 320 companies). Although Leggett is a member of the S&P 500, our market capitalization is significantly below that group’s median, so the Committee included the S&P Midcap 400 in the group as well. In addition, nearly all of our business units fall into these industry sectors. At the end of the three-year performance period, if the threshold performance level is met, a percentage of each officer’s PSU base award is payable depending on Leggett’s TSR rank within the group.

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PSU Payout Schedule

(based on Peer Group TSR)

The PSU awards granted in January 2015 vested on December 31, 2017. Leggett’s TSR for that three-year period was in the 43rd percentile of the peer group, resulting in a payout of 61% of the base award. Our TSR ranks in the 28th percentile for the 2016 PSU awards with one year remaining in the performance period, and our TSR for the 2017 PSU awards ranks in the 22nd percentile with two years remaining.

The PSUs are typically paid out 35% in cash and 65% in Company stock; however, as permitted by the PSU terms and conditions, the Compensation Committee directed the Company to settle 100% of the 2015-2017 PSUs in cash in order to realize certain tax benefits in 2017 in connection with the passage of tax reform legislation.

Profitable Growth Incentive. Leggett’s strategic plan also focuses on long-term revenue growth, while improving profit margins. The Committee established the Profitable Growth Incentive in 2013 as a performance-based equity program to provide additional incentive to our senior management, including the NEOs, to drive and reward those results. PGI awards are set by multiplying the executive’s base salary by the PGI award percentage (see table on page 21).

The PGI awards are issued as stock units that vest at the end of a two-year performance period with payouts based on a matrix of revenue growth and EBITDA margin. The threshold achievement for revenue growth is the projected GDP growth of our primary geographic markets, and the EBITDA margin scale is based upon the Company’s prior three-year average. When these metrics are taken in combination, the PGI payout scale rewards growth at or above GDP while maintaining or improving historical margins.

For the PGI awards granted in 2017, the payout schedule for our corporate participants (Glassman, Flanigan and Douglas) is:

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Each of the profit center participants has his own payout matrix based upon the operations for which he is responsible:

The calculation of revenue growth and EBITDA margin include results from businesses acquired during the performance period. Revenue Growth and EBITDA margin exclude results for any businesses divested during the performance period, and the divested businesses’ revenue is deducted from base revenue used to calculate the growth rate. EBITDA results are adjusted to eliminate gain, loss or expense (i) from non-cash impairments; (ii) related to loss contingencies identified in the Company’s 2016 10-K; (iii) that are unusual in nature or infrequent in occurrence; (iv) related to the disposal of a segment of a business; or (v) related to a change in accounting principle.

The PGI awards granted in 2016 vested on December 31, 2017. Corporate participants, including Mr. Glassman, Mr. Flanigan, and Mr. Douglas, did not receive a payout for the 2016-2017 PGI awards, as the Company’s revenue growth over those two years did not reach the threshold 2.8% compound annual growth rate. Mr. Davis did not receive a 2016-2017 PGI payout, as the profit centers for which he is responsible also did not reach the revenue growth threshold. Mr. Dolloff received a 250% PGI payout for his profit centers’ performance.

The PGI is typically paid out 50% in cash and 50% in Company stock; however, as permitted by the PGI terms and conditions, the Compensation Committee directed the Company to settle 100% of the 2016-2017 PGI in cash in order to realize certain tax benefits in 2017 in connection with the passage of tax reform legislation.

As discussed on page 30, the PSU awards were redesigned for 2018, and the PGI awards were discontinued for 2018.

Other Compensation Programs

The NEOs have voluntarily deferred substantial portions of their cash compensation into Leggett equity through the Executive Stock Unit Program and the Deferred Compensation Program for many years, building an additional long-term stake in the Company. The Company also provides a 401(k) and non-qualified excess plan in which some of our executives choose to participate.

Executive Stock Unit Program. All our NEOs have significant holdings in the ESU Program, our primary executive retirement plan. These accounts are held until the executives terminate employment.

The ESU Program is a non-qualified retirement program that allows executives to make pre-tax deferrals of up to 10% of their compensation into diversified investments. We match 50% of the executive’s contribution in Company stock units, purchased at a 15% discount, which may increase up to a 100% match if the Company meets annual ROCE targets linked to the Incentive Plan. The Company makes an additional 17.6% contribution to the diversified investments acquired with executive contributions. Matching contributions vest once employees have participated in the ESU Program for five years. Leggett stock units held in the ESU Program accrue dividends, which are used to acquire additional stock units at a 15% discount. At distribution, the balance of the diversified investments is paid in cash. Although the Company intends to settle the stock units in shares of the Company’s common stock, it reserves the right to distribute the balance in cash.

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Deferred Compensation Program. The Deferred Compensation Program allows key managers to defer up to 100% of salary, incentive awards and other cash compensation in exchange for any combination of the following:

Participants who elect a cash or stock unit deferral can receive distributions in a lump sum or in annual installments. Distribution payouts must begin no more than 10 years from the effective date of the deferral and all amounts subject to the deferral must be distributed within 10 years of the first distribution payout. Although the Company intends to settle the stock units in shares of the Company’s common stock, it reserves the right to distribute the balance in cash. Participants who elect at-market stock options, which have a 10-year term, may exercise them approximately 15 months after the start of the year in which the deferral was made.

Retirement K and Excess Plan. The Company’s defined benefit Retirement Plan was frozen in 2006 (see description on page 40). Employees who had previously participated in the Retirement Plan were offered a replacement benefit: a tax-qualified defined contribution Section 401(k) Plan (the “Retirement K”). The Retirement K includes an age-weighted Company matching contribution designed to replicate the benefits lost by the Retirement Plan freeze.

Many of our officers cannot fully participate in the Retirement K due to limitations imposed by the Internal Revenue Code or the Employee Retirement Income Security Act, or as a result of their participation in the Deferred Compensation Program. Consequently, we maintain a non-qualified Retirement K Excess Plan which permits affected executives to receive the full matching benefit they would otherwise have been entitled to under the Retirement K. Amounts earned in the Retirement K Excess Plan are paid out in cash no later than March 15 of the following year and are eligible for the Deferred Compensation Program.

Perquisites and Personal Benefits

The Committee believes perquisites should not be a significant part of our executive compensation program. In 2017, perquisites were less than 1% of each NEO’s total compensation and consisted of use of a Company car and executive physicals.

The Committee approved a new policy in 2017 to allow limited personal use of corporate aircraft by our CEO. Following the Committee’s comprehensive review of Mr. Glassman’s compensation package and given the location of the Company’s headquarters away from any major metropolitan area, the Committee extended this perquisite to facilitate the CEO’s schedule and to enable him to travel more efficiently to attend to Company business. Mr. Glassman’s use of corporate aircraft for personal travel by him and his guests, subject to the aircraft not being scheduled for business purposes, is subject to an annual limit of $100,000 in aggregate incremental cost to the Company, including the cost of “deadhead” flights necessitated by such personal use. The Company will not provide tax reimbursements to Mr. Glassman for any taxes arising from imputed income relating to his use of the corporate aircraft for personal travel by him or his guests.

We believe these benefits are appropriate when viewed in the overall context of our executive compensation program.

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How Compensation Decisions Are Made

The Committee uses its informed judgment to determine the appropriate type and mix of compensation elements; to select performance measures, target levels and payout schedules for incentive compensation; and to determine the level of salary and incentive awards for each executive officer. The Committee may delegate its duties and responsibilities to one or more Committee members or Company officers, as it deems appropriate, but may not delegate authority to non-members for any action involving executive officers. The full Board must review and approve certain actions, including employment and severance benefit agreements and amendments to stock plans.

The Committee has the authority to engage its own external compensation consultant as needed and has engaged Meridian Compensation Partners, LLC as its independent consultant since 2012. The Company conducts an annual conflict of interest assessment, which the Committee reviews in order to verify, in the Committee’s judgment, Meridian’s independence and that no conflicts of interest exist. Meridian does not provide any other services to the Company and works with the Company’s management only on matters for which the Compensation Committee is responsible.

In 2017, the Committee engaged Meridian to perform a competitive review of the Company’s executive pay programs in comparison to market levels. Meridian also advised on selecting a peer group of companies for executive compensation benchmarking, provided comparative data for the annual executive compensation review described below, and assisted with other compensation matters as requested. Representatives from Meridian also attend Committee meetings on request.

The Company’s Legal and Human Resources Departments also provide compensation data, research and analysis that the Committee may request, and personnel from those departments, along with Mr. Glassman and Mr. Flanigan, regularly attend Committee meetings. However, the Committee regularly meets in executive session without management present to discuss CEO performance and compensation, as well as any other matters deemed appropriate by the Committee.

The CEO recommends to the Committee compensation levels for the other executive officers, including salary increases, annual incentive targets and equity award values, based on his assessment of each executive’s performance and level of responsibility. The Committee evaluates those recommendations and accepts or makes adjustments as it deems appropriate.

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The Annual Review and Use of Compensation Data

The Committee conducts an annual review of executive compensation. Historically, the annual review was held in March to set the executive officers’ compensation for that year; however, in 2017, the Committee transitioned to holding the annual review in November to set the executive officers’ compensation for the following year. As a result, the Committee conducted a review in March 2017 with respect to the executive officers’ 2017 compensation and another review in November 2017 with respect to their 2018 compensation. Unless noted otherwise, the description of the annual review below applies to both the March and November reviews conducted during this transition year.

During the annual review, the Committee evaluates the four primary elements of the annual compensation package for executive officers: base salary, annual incentive, performance stock units and the Profitable Growth Incentive. As discussed above, increases to base salary affect all of the other elements of the compensation package, because the variable compensation elements (annual incentive, PSUs and PGI) are each set as a percentage of base salary. The Committee also reviews the secondary compensation elements, such as voluntary equity plans and retirement plans, as well as potential payments upon termination or change in control. Decisions about secondary and post-termination compensation elements are made at various times throughout the year as the plans or agreements giving rise to the compensation are reviewed.

In connection with the annual review, the Committee evaluates the following data presented by the Company and Meridian to consider each executive’s compensation package in the context of past decisions, internal pay relationships and the external market:

Among the factors the Committee considers when making compensation decisions is the compensation of our NEOs relative to the compensation paid to similarly-situated executives in our markets. We believe, however, that a benchmark should be just that—a point of reference for measurement, not the determinative factor for our executives’ compensation. Because the comparative compensation information is just one of several analytic tools that are used in setting executive compensation, the Committee has discretion in determining the nature and extent of its use.

Benchmarking Against Peer Companies. In 2017, the Committee again used a peer group to provide additional insight into company-specific pay levels and practices. The Committee evaluates market data provided by compensation surveys, and views the use of a peer group as an additional reference point when reviewing the competitiveness of NEO pay levels.

In developing the peer group, the Committee directed Meridian to focus on companies in comparable industries with a similar size and scope of business operations as Leggett. The Committee periodically reviews the composition of the peer group to ensure these companies remain relevant for comparative purposes.

In 2017, the Committee approved the following peer group of 18 U.S. based, publicly-traded manufacturing companies, with Leggett near the group’s median revenue and market cap:

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Compensation Survey Data. The Committee used broad-based compensation surveys published by Towers Watson (U.S. Compensation Data Bank—General Industry) and Aon Hewitt (TCM Total Compensation by Industry—Executive, United States) to develop a balanced picture of the compensation market.

We sought the largest sample size possible from each survey, as we believe the validity of data increases with sample size. The Committee reviewed data from large companies across all industries (median revenue of $4.0 billion) from the Towers Watson survey and large manufacturing companies (median revenue of $3.6 billion) from the Aon Hewitt survey. The Committee used comparator groups that most closely match the NEOs’ job descriptions; however, the Committee is not made aware of the specific companies in the applicable survey groups.

The Committee used the peer group and compensation surveys to get a general sense of the competitive market. These sources generally showed our executive officers’ compensation was in line with median total compensation with an above-average percentage of at-risk, performance-based pay. Individual pay levels may vary relative to the market median for a number of reasons, including tenure, responsibilities, performance and the like.

Additional Considerations. Although the Committee views benchmarking data as a useful guide, it gives significant weight to (i) the mix of fixed to variable pay, (ii) the ratio of cash to equity-based compensation, (iii) internal pay equity, and (iv) individual responsibilities, experience and merit when establishing base salaries, annual incentive percentages and equity award percentages. While the Committee monitors these pay relationships, it does not target any specific pay ratios.

The Committee also considers the Company’s merit increase budget for all salaried U.S. employees in determining salary increases for executive officers. The 2017 merit increase budget of 3% was based on the Consumer Price Index, other national economic data and our own business climate.

Compensation Adjustments for 2017. In connection with the March 2017 review relating to the executive officers’ 2017 compensation, the Committee raised Mr. Glassman’s base salary by 6.8% and Mr. Flanigan’s by 5.2%. Mr. Glassman’s 2017 annual incentive target percentage was increased from 115% to 120% of base salary. In light of the 2016 changes to the Company’s management structure and their increased responsibilities, Mr. Davis and Mr. Dolloff each received a 17.7% increase in their 2017 base salary and their 2017 annual incentive target percentages were increased from 60% to 80% of base salary. Mr. Douglas’ base salary was increased by 10%.

Compensation Adjustments for 2018. In connection with the November 2017 review relating to the executive officers’ 2018 compensation, the Committee raised Mr. Glassman’s base salary by 4.3%, Mr. Flanigan’s by 4.0%, and Mr. Davis’ and Mr. Dolloff’s by 2.4% each. Mr. Douglas’s 2018 base salary was increased by 15.2% as a result of taking on additional responsibilities and benchmarking comparisons. Each of the NEO’s annual incentive target percentages remained unchanged for 2018.

The Committee also approved changes to the long-term incentive awards granted in 2018. Previously, the NEOs received a three-year Performance Stock Unit award based upon relative TSR (as described on page 24) and a two-year Profitable Growth Incentive award based upon EBITDA margin and revenue growth (as described on page 25). Each NEO had a separate PSU award percentage and a separate PGI award percentage.

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In order to better align the compensation package with the Company’s long-term strategy, the Committee approved the transition to a single, three-year PSU award with 50% of the award vesting based upon relative TSR and 50% vesting based upon EBIT CAGR (the primary operational driver for increasing our TSR) according to the following schedules:

For the transition from two long-term incentive awards to a single PSU award, the executive officers’ 2017 PSU and PGI award percentages were aggregated. The Committee reviewed the combined award percentages in the context of the benchmarking data and the other considerations described above and made the following adjustments to the NEOs: Mr. Glassman’s combined PSU award percentage was increased from 352% to 400% of base salary, Mr. Flanigan’s award percentage was increased from 245% to 250%, Mr. Davis’ and Mr. Dolloff’s award percentages were both increased from 194% to 250%, and Mr. Douglas’ award percentage was increased from 151% to 155%.

In connection with the decision to move a significant portion of the long-term incentive opportunity from a two-year to a three-year performance period by eliminating PGI awards in 2018, the Committee also granted each executive officer a one-time transition PSU award in 2018 based upon EBIT CAGR only over a two-year performance period. This transition PSU award was set at 50% of the executive officers’ 2018 PSU award percentages described above.

The base salary adjustments approved at the November 2017 review became effective January 7, 2018, and the 2018 PSU awards were granted on February 20, 2018. As a result, the changes described in this section are not reflected in the Summary Compensation Table at page 34 or the following tables concerning compensation for the year ending December 31, 2017.

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Equity Grant Practices

The Committee discussed the 2017 equity-based awards at length at its November 2016 meeting, and then approved the 2017 PSU grants during a telephone meeting on the first business day of the year. The PGI awards were approved at the Committee’s March 2017 meeting. The Committee does not approve grants of equity-based awards when aware of material inside information.

Performance of Past Equity-Based Awards. The Committee monitors the value of past equity-based awards to gain an overall assessment of how current compensation decisions fit with past practices and to determine the executive’s accumulated variable compensation. However, the Committee does not increase current-year equity-based awards, or any other aspect of the NEOs’ compensation, to adjust for below-expected performance of past equity-based awards.

Clawback Provisions. All equity-based awards are subject to a clawback provision included in our Flexible Stock Plan, which allows the Committee to recover any benefits received on the vesting, exercise or payment of any award if the employee violates any confidentiality, non-solicitation or non-compete obligations, or engages in activity adverse to the interests of the Company, including fraud or conduct contributing to any financial restatement. In addition, the award documents for our PSU and PGI programs include clawback provisions triggered if the Company is required to restate previously reported financial results.

Executive Stock Ownership Guidelines. The Committee believes executive officers should maintain a meaningful ownership stake in the Company to align their interests with those of our shareholders. We expect executive officers to attain the following levels of stock ownership within five years of appointment and to maintain those levels throughout their employment.

Shares of the Company’s stock owned outright, stock units and net shares acquirable upon the exercise of deferred compensation stock options count toward satisfying the ownership totals. A decline in the stock price can cause an executive officer who previously met the threshold to fall below it temporarily. An executive officer who has not met the ownership requirement or falls below it due to a stock price decline, may not sell Leggett shares and must hold any net shares acquired upon the exercise of stock options or vesting of stock units until he meets the ownership threshold. As of December 31, 2017, all of our NEOs were in compliance with their stock ownership requirements with holdings well in excess of these threshold levels.

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Change in Control Agreements

Our NEOs do not have employment agreements and are all considered at-will employees.

In May 2017, the Company entered into severance benefit agreements with Mr. Glassman, Mr. Flanigan, Mr. Davis and Mr. Dolloff. Mr. Douglas also has a severance benefit agreement which was last amended in 2008. These agreements are designed to protect both the executive officers’ and the Company’s interests in the event of a change in control of the Company. The material terms and conditions of these agreements and the Company’s potential financial obligations arising from these agreements are described on page 42.

The benefits provided under the severance benefit agreements do not impact the Committee’s decisions regarding other elements of the executive officers’ compensation. Because these agreements provide contingent compensation, not regular compensation, they are evaluated separately in view of their intended purpose.

Tax Considerations

For tax years prior to 2018, Section 162(m) of the Internal Revenue Code generally disallows an income tax deduction to public companies for compensation over $1 million paid to certain executive officers; however, qualifying performance-based compensation is not subject to the deduction limit if certain requirements are met. The Company takes reasonable and practical steps to minimize compensation that exceeds the $1 million cap, including the decision to pay the PSUs and PGI awards that vested in 2017 entirely in cash (as described on pages 25 and 26). In some circumstances the Committee may determine the best form of compensation for the intended purpose may be one that is not tax-deductible under Section 162(m), such as the inclusion of IPGs in the annual incentive program.

In 2017, the Company paid Mr. Glassman some non-deductible compensation which exceeded the $1 million threshold. Those amounts resulted from base salary, payouts of previously deferred compensation, and the IPG portion of the annual incentive.

On December 22, 2017, the U.S. federal government enacted tax reform legislation, which, among other things, eliminated the performance-based compensation exception under Section 162(m). As a result, the Company currently expects that, with respect to 2018 and beyond, any compensation amounts over $1 million paid to any NEO will no longer be deductible unless grandfathered under the exception for pre-existing contractual arrangements.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis with management and, based on that review and discussion, the Committee has recommended to the Board of Directors that this Compensation Discussion & Analysis be included in this proxy statement.

Phoebe A. Wood (Chair)

Robert E. Brunner

R. Ted Enloe, III

Manuel A. Fernandez

Joseph W. McClanathan

Judy C. Odom

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Summary Compensation Table

The following table reports the total 2017 compensation of our Chief Executive Officer, Chief Financial Officer, and our three other most highly compensated executive officers as of December 31, 2017. Collectively, we refer to these five executives as the “Named Executive Officers” or “NEOs.”