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) November 6, 2017

LEGGETT & PLATT, INCORPORATED

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code 417-358-8131

N/A

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Amendment and Restatement of Credit Agreement

On November 8, 2017, we entered into the Second Amended and Restated Credit Agreement among us, JPMorgan Chase Bank, N.A., as administrative agent (“JPMorgan”), and the banking institutions with lending Commitments listed below (the “Credit Agreement”). The Credit Agreement is a 5-year multi-currency revolving credit agreement providing us the ability, from time to time, to borrow, repay and re-borrow up to $800 million until the maturity date, at which time our ability to borrow under the Credit Agreement will terminate. The Credit Agreement amends and restates the First Amended and Restated Credit Agreement, dated May 13, 2016, among us, JPMorgan and the participating banking institutions named therein, filed May 18, 2016 as Exhibit 10.1 to our Form 8-K.

The amendments to the Credit Agreement included:

(1) Lending Commitments Increased. Increased the total lending Commitments from $750 million to $800 million.

(2) Maturity Date Extended. Extended the maturity date from May 13, 2021 to November 8, 2022.

(3) Lending Commitments Amended. Changed the lending Commitments of the banking institutions as follows:

(4) Availability of Swingline Loans Increased. Increased the availability of Swingline Loans (which are initially made by JPMorgan for short-term administrative convenience on same day notice) from a dollar equivalent of $75 million to $80 million.

(5) Restriction on Sale of Assets Amended. Amended the covenant that limits the Company’s ability to sell its assets. The prior restriction limited the sale, lease, transfer or other disposition of assets (other than products sold in the ordinary course of business and other limited exceptions) in any trailing four quarter period to 40% of the Company’s consolidated total assets measured as of the most recent quarter-end for which financial statements are publicly available. The new restriction prohibits the sale, lease, transfer or other disposition of all or substantially all of the assets of the Company and its subsidiaries as a whole (other than products sold in the ordinary course of business and other limited exceptions) measured at any given point in time.

(6) Market Disruption. Added market disruption language to address the potential unavailability of a Screen Rate (as defined in the Credit Agreement) for any interest period and/or for any requested currency.

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A procedure was also inserted to determine an alternate interest rate to replace the LIBO Screen Rate (as defined in the Credit Agreement) should the LIBO rate or the LIBO Screen Rate become unavailable for more than a temporary period, or should the administrator of the LIBO Screen Rate or a governmental authority having jurisdiction over the Administrative Agent have made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans.

Other than credit extended under a term loan (under which the rate of interest will be negotiated between us, JPMorgan and the term loan lenders), we may elect the type of borrowing under the Credit Agreement, which determines the rate of interest to be paid on the outstanding principal balance, as follows:

Other than credit extended under a term loan, we are required to (i) periodically pay accrued interest on any outstanding principal balance under the Credit Agreement at time intervals based upon the elected interest rate and the elected interest period, and (ii) pay the outstanding principal upon the maturity date. If credit is extended under a term loan, the principal and interest will be payable upon the terms and conditions negotiated between us, JPMorgan and the term loan lenders. We can also repay the outstanding principal prior to maturity, except for loans denominated in Mexican Pesos. Also, regarding Fixed Rate Borrowing, if we repay the outstanding principal prior to maturity, we must pay applicable breakage costs (which roughly equate to the Lenders’ lost interest income).

We may also terminate or reduce the lending Commitments under the Credit Agreement, in whole or in part, upon three business days’ notice. Our ability to borrow under the Credit Agreement is reduced by the amount of outstanding letters of credit issued pursuant to the Credit Agreement. The amount of letters of credit is limited to $250 million. As of the date hereof, there are no letters of credit outstanding under the Credit Agreement.

The Credit Agreement is unsecured, but contains restrictive covenants which, among other things, limit (i) our Total Indebtedness to 65% of our Total Capital (each as defined in the Credit Agreement), (ii) the principal amount of secured debt to 15% of consolidated total assets, and (iii) our ability to sell, lease, transfer or dispose of all or substantially all of the assets of the Company and its subsidiaries as a whole (other than products sold in the ordinary course and other limited exceptions) at any given point in time.

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Subject to certain customary cure periods, the Credit Agreement provides that if we breach any representation or warranty, do not comply with any covenant, fail to pay principal, interest or fees in a timely manner, or if any Event of Default (as defined in the Credit Agreement) otherwise occurs, then the Credit Agreement may be terminated. Upon termination, all outstanding indebtedness under the Credit Agreement will accelerate.

The Credit Agreement acts as support for the marketability of our $800 million commercial paper program (as described below). As of September 30, 2017, the Company had $437 million of commercial paper outstanding. There are currently no borrowings under the Credit Agreement. Although we do not currently anticipate borrowing directly under the Credit Agreement, we can do so independently from the commercial paper program.

The foregoing is only a summary of certain terms of the Credit Agreement and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

The listed banks and/or their affiliates have provided, from time to time, and may continue to provide commercial banking and related services, as well as investment banking, financial advisory and other services to us and/or to our affiliates, for which we have paid, and intend to pay, customary fees, and, in some cases, out-of-pocket expenses.

Board Increases Authorization under Commercial Paper Program

The Credit Agreement acts as support for the marketability of the Company’s commercial paper program (the “CP Program”). On November 7, 2017, the Board of Directors of the Company increased the total indebtedness authorized under the CP Program from $750 million to $800 million.

We issue commercial paper notes (the “Notes”) pursuant to a Commercial Paper Issuing and Paying Agent Agreement (the “Agent Agreement”) between U.S. Bank National Association (the “Bank”) and the Company, including the Master Note, filed December 5, 2014 as Exhibit 10.1 to our Form 8-K. The Agent Agreement provides that the Bank will act as (a) depository for the safekeeping of our Notes; (b) issuing agent on behalf of us in connection with the issuance of the Notes; (c) paying agent for the Notes; and (d) depository to receive funds on our behalf. The Agent Agreement contains customary representations, warranties, covenants and indemnification provisions.

The Notes are marketed and sold through certain dealers selected by us (each a “Dealer”) pursuant to the Form of Amended and Restated Commercial Paper Dealer Agreement, filed December 5, 2014 as Exhibit 10.2 to our Form 8-K . Each Dealer Agreement provides for the terms under which the respective Dealer will either purchase from us or arrange for the sale by us of the Notes in transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended. The Dealer Agreements are substantially identical, in all material respects, and contain customary representations, warranties, covenants and indemnification provisions.

The Notes are issued in $250,000 minimum face or principal amounts at par less a discount representing an interest factor, or at par, if interest bearing, with interest established based upon market conditions and credit ratings in effect at the time of issuance. The maturities of the Notes will vary but may not exceed 270 days. The Notes are not subject to voluntary pre-payment by us or redemption prior to maturity. The Notes rank equally with all of our other unsecured and unsubordinated indebtedness. Such Notes shall be subject to certain event of default provisions, including those related to non-payment of principal or interest when due and the bankruptcy or insolvency of our Company, which shall cause the Notes to become immediately due and payable. Over the long term, and subject to our capital needs, market conditions and alternative capital market opportunities, we expect to maintain the indebtedness under the CP Program by continuously repaying and reissuing Notes until such time, if any, that the outstanding Notes are replaced with longer term debt. However, our outstanding Note balance may increase or decrease in the short term due to acquisition or divestiture activity and our working capital needs. The amounts available under our CP program may be borrowed, repaid and re-borrowed from time to time. We have used, and expect to use, the net proceeds from the sale of our Notes for general corporate purposes.

The foregoing is only a summary of certain terms and conditions of our CP Program, the Agent Agreement and the Form of Amended and Restated Commercial Dealer Agreement, and is qualified in its entirety by reference to such agreements which are incorporated herein by reference.

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The Bank and Dealers and/or their affiliates have provided from time to time, and may continue to provide commercial banking and related services, as well as investment banking, financial advisory and other services to us and our affiliates, for which we have paid, and intend to pay customary fees, and, in some cases, out-of-pocket expenses.

The Notes will not be, and have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered, reoffered or sold in the United States, or elsewhere, absent registration or applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption. This Form 8-K is not intended to condition the market in the United States, or elsewhere, for the issuance of any Notes.

Statements in this Form 8-K that are not historical in nature are “forward-looking,” including, without limitation, our expectations regarding our plans to maintain our commercial paper indebtedness under certain circumstances. These statements involve uncertainties and risks, including, without limitation, (i) increases or decreases in our capital needs, which may vary depending on a variety of factors, including, without limitation, any acquisition or divestiture activity and our working capital needs, (ii) market conditions and (iii) alternative capital market opportunities, including, without limitation, the relative attractiveness of longer-term debt financing or equity financing. Any forward-looking statement reflects only our beliefs when the statement is made. Actual results could differ materially from our expectations, and we do not undertake any duty to update these statements.

The information provided in Item 1.01 above is incorporated herein by reference.

Base Salaries and Target Percentages Set for Named Executive Officers

On November 6, 2017, the Compensation Committee of the Board of Directors set the base salaries, to be effective January 7, 2018, and Key Officers Incentive Plan (“KOIP”) Target Percentages for 2018 for each of the named executive officers. Also attached and incorporated by reference as Exhibit 10.5 is the Company’s Summary Sheet of Executive Cash Compensation.

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Adoption of Individual Performance Goals for Named Executive Officers

Individual Performance Goals. The 2018 KOIP Award Formula is expected to recognize that a portion of each executive’s cash award is based, in part, on Individual Performance Goals (IPGs) established outside the KOIP (20% relative weight). On November 6, 2017, the Compensation Committee adopted IPGs for our named executive officers as follows:

Karl G. Glassman: Implementation of growth strategy and succession planning;

Matthew C. Flanigan: Implementation of growth strategy, succession planning and financial partner initiatives;

Perry E. Davis: Supply chain and growth initiatives and succession planning;

J. Mitchell Dolloff: Implementation of growth strategy, succession planning and efficiency initiatives; and

Jack D. Crusa:¹ Mr. Crusa was not assigned IPGs for 2018.

The achievement of the IPGs is measured by the following schedule.

Individual Performance Goals Payout Schedule

(1-5 scale)

Amendment to the Company’s Deferred Compensation Program

On November 6, 2017, the Compensation Committee amended the Deferred Compensation Program (the “Program”), effective November 6, 2017.

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The Program allows the named executive officers and other key managers to defer up to 100% of salary, certain 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, subject to Compensation Committee approval, 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.

The amendments included:

The foregoing is only a summary of certain terms and conditions of the Program, and of the amendment to the Program, and is qualified in its entirety by reference to such Program document which is filed as Exhibit 10.6 to this Form 8-K and is incorporated herein by reference.

Adoption of New Performance Stock Unit Forms of Award

Form of 3-Year Performance Stock Unit Award

On November 6, 2017, the Compensation Committee approved new award documents (the “PSU Form of Award”) associated with the Company’s grant of Performance Stock Units (“PSUs”). It is expected that PSUs will be granted under the PSU Form of Award in February 2018 to Karl G. Glassman (CEO), Matthew C. Flanigan (CFO), Perry E. Davis (EVP, President – Residential Products & Industrial Products), J. Mitchell Dolloff (EVP, President – Specialized Products & Furniture Products) and other executives of the Company. Jack D. Crusa, as previously reported, will retire at December 31, 2017, and therefore, will not receive a grant under the PSU Form of Award.

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The number of PSUs to be granted is determined by multiplying the executive’s current annual base salary by his or her respective award multiple (set by senior management and approved by the Committee) and dividing this amount by the average closing price of the Company’s common stock for the 10 business days following the prior year’s fourth quarter earnings release.

The PSU Form of Award provides that PSUs vest at the end of a 3-year performance period (the “Performance Period”), based upon two performance objectives:

Relative TSR: Fifty percent (50%) of each PSU award will vest based upon on the Company’s Total Shareholder Return (“TSR”) compared to a peer group consisting of all the companies in the Industrial, Consumer Discretionary and Materials sectors of the S&P 500 and S&P 400. TSR is calculated as (Stock Price at End of Period – Stock Price at Beginning of Period + Reinvested Dividends) / Stock Price at Beginning of Period).

EBIT CAGR: Fifty percent (50%) of each PSU award will vest based upon the Company’s (for Glassman and Flanigan) or applicable Segments’ (for Davis and Dolloff) compound annual growth rate of Earnings Before Interest and Taxes (“EBIT”) in the third fiscal year of the Performance Period compared to the Company’s (or applicable Segments’) EBIT in the fiscal year immediately preceding the Performance Period. The calculation of EBIT CAGR will include results from businesses acquired during the Performance Period, and will exclude results for any businesses divested during the Performance Period. EBIT CAGR will exclude (i) results from non-operating branches, (ii) certain currency and hedging-related gains and losses, (iii) gains and losses from asset disposals, (iv) items that are outside the scope of the Company’s core, on-going business activities, and (v) with respect to Segments, all amounts relating to corporate allocations. EBIT CAGR will be adjusted to eliminate gain, loss or expense, as determined in accordance with standards established under Generally Accepted Accounting Principles, (i) from non-cash impairments; (ii) related to loss contingencies identified in footnotes to the financial statements in the Company’s 10-K relating to the fiscal year immediately preceding the Performance Period; (iii) related to the disposal of a segment of a business; or (iv) related to a change in accounting principle.

The PSU’s vesting schedules for Relative TSR and EBIT CAGR are as follows, with payouts interpolated for results falling between the levels shown:

Fifty percent (50%) of the vested PSU award will be paid out in cash, and the Company intends to pay out the remaining fifty percent (50%) in shares of the Company’s common stock, although the Company reserves the right, subject to Compensation Committee approval, to pay up to one hundred percent (100%) in cash. The awards will be paid following the end of the Performance Period. Cash will be paid equal to the number of vested PSUs multiplied by the closing market price of Company common stock on the last business day of the Performance Period. Shares will be issued on a one-to-one basis for

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vested PSUs. Both the amount of cash paid and number of shares issued will be reduced for applicable tax withholding. PSUs may not be transferred, assigned, pledged or otherwise encumbered, and have no voting or dividend rights.

The PSUs will normally vest on the last day of the Performance Period. Generally, if the executive has a separation from service, other than for retirement, death, or disability, before the PSUs vest, they are immediately forfeited. If the separation of service is due to retirement, death, or disability, the executive will receive a number of shares following the end of the Performance Period which are prorated for the number of days during the Performance Period prior to termination. Also, in the event of disability, the PSUs will continue to vest for 18 months after disability begins.

Under certain circumstances, if a change in control of the Company occurs and the executive’s employment is terminated, the PSU award will vest and the executive will receive a 200% payout. The PSU award contains a non-competition covenant for two years after payout, where, if violated, the executive must repay to the Company any gain from the award (in addition to any other legal or equitable remedies the Company may have). Also, if within 24 months of payment, the Company is required to restate previously reported financial statements, the executive must repay any amounts paid in excess of the amount that would have been paid based on the restated financials.

The PSU awards are expected to be granted under the Company’s Flexible Stock Plan, amended and restated, effective May 5, 2015, filed March 25, 2015 as Appendix A to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders (the “Flexible Stock Plan”). The foregoing is only a summary of the terms and conditions of the PSU Form of Award and is qualified in its entirety by reference to the 2018 Form of Performance Stock Unit Award Agreement and the Flexible Stock Plan, which are filed as Exhibits 10.7 and 10.9, respectively, to this Form 8-K and incorporated herein by reference. All future awards of PSUs are expected to be made pursuant to the attached 2018 Form of Performance Stock Unit Award Agreement. If the terms and conditions of future grants are materially changed, the Company will make a subsequent filing of the updated form at that time.

Form of Interim 2-Year Performance Stock Unit Award

On November 6, 2017, the Compensation Committee also approved new award documents (the “Interim PSU Form of Award”) to be used in 2018 only as the Company transitions from the 2-year Profitable Growth Incentive (“PGI”) to the 3-year PSU Form of Award described above. Reference is made to the 2017 Form of Profitable Growth Incentive Award Agreement, filed November 10, 2016 as Exhibit 10.2 to the Company’s Form 8-K. It is expected that PSUs will be granted under the Interim PSU Form of Award in 2018 to Karl G. Glassman (CEO), Matthew C. Flanigan (CFO), Perry E. Davis (EVP, President – Residential Products & Industrial Products), J. Mitchell Dolloff (EVP, President – Specialized Products & Furniture Products) and other executives of the Company who previously participated in the PGI, which will be discontinued in 2018. Jack D. Crusa, as previously reported, will retire at December 31, 2017, and therefore, will not receive a grant under the Interim PSU Form of Award. This one-time award under the Interim PSU Form of Award will provide the award recipients with PSUs that vest for a Performance Period ending December 31, 2019 (which vesting cycle would have otherwise been skipped over in the change from the 2-year PGI to the 3-year PSUs).

The number of PSUs to be granted under the Interim PSU Form of Award is also determined by multiplying the executive’s current annual base salary by his or her respective award multiple (set by senior management and approved by the Committee) and dividing this amount by the average closing price of the Company’s common stock for the 10 business days following the prior year’s fourth quarter earnings release.

The Interim PSU Form of Award provides that PSUs vest at the end of a 2-year Performance Period, based upon 2-year EBIT CAGR in which the Company’s (or applicable Segments’) EBIT in the second fiscal year of the Performance Period is compared to the Company’s (or applicable Segments’) EBIT in the fiscal year immediately preceding the Performance Period. EBIT CAGR under the Interim PSU Form of Award will be subject to the same adjustments as described for the 3-year PSUs above under “EBIT CAGR.”

The PSU’s vesting schedule for EBIT CAGR under the Interim PSU Form of Award is as follows, with payouts interpolated for results falling between the levels shown:

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The remaining terms and conditions of the Interim PSU Form of Award are the same as the PSU Form of Award described above. The awards under the Interim PSU Form of Award are also expected to be granted under the Company’s Flexible Stock Plan. The foregoing is only a summary of the terms and conditions of the Interim PSU Form of Award and is qualified in its entirety by reference to the 2018 Form of Interim Performance Stock Unit Award Agreement and the Flexible Stock Plan which are filed as Exhibits 10.8 and 10.9, respectively, to this Form 8-K and incorporated herein by reference.

On November 7, 2017, the Board of Directors of the Company, on recommendation of the Nominating & Corporate Governance Committee, approved an amendment and restatement of the Company’s Bylaws to eliminate the mandatory director retirement age requirement. Section 2.3 (a) of the Bylaws previously required that each director could not stand for election to the Board at any meeting of shareholders upon reaching his or her 72nd birthday; however, such age requirement could be waived by the Board of Directors upon special request by the Board Chair, the Lead Director, the Chief Executive Officer or the President. The Bylaws were also amended to include both masculine and feminine pronouns throughout.

The preceding summary is qualified in its entirety by reference to the Bylaws, as amended through November 7, 2017. The Bylaws, as amended, and a copy of the Bylaws marked to show changes from the prior provisions, are included as Exhibits 3.2.1 and 3.2.2, respectively, to this Form 8-K and are incorporated herein by reference.

EXHIBIT INDEX

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SIGNATURES

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

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