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Executive Change · Shareholder Vote

Filed Oct 17, 2023 · 2y ago · Accession 0000066382-23-000092

Plain English

Material event — a significant development the company must disclose promptly.

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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 October 16, 2023 Date of Report (Date of earliest event reported) __________________________________________ MillerKnoll, Inc. (Exact name of registrant as specified in its charter) Michigan 001-15141 38-0837640 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 855 East Main Avenue , Zeeland , MI 49464 (Address of principal executive offices and zip code) ( 616 ) 654-3000 (Registrant's telephone number, including area code) __________________________________________ 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.20 per share MLKN Nasdaq Global Select Market 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. ☐ Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) Compensatory Arrangements of Certain Officers At the annual meeting of shareholders of MillerKnoll, Inc. (the “Company”) held on October 16, 2023, the Company’s shareholders approved the MillerKnoll, Inc. 2023 Long-Term Incentive Plan (the “Plan”). The Plan replaces the Company’s existing Long-Term Incentive Plan approved by shareholders in 2020. The Plan provides for the grant of a variety of equity-based awards, such as stock options, stock appreciation rights, restricted stock and restricted stock units, performance stock units, and other stock-based awards. The Plan authorizes awards to non-employee directors and all employees of the Company or its subsidiaries, including named executive officers. Subject to certain adjustments, the maximum number of shares that may be issued under the Plan is 17,764,945 shares. The Plan was described in more detail in, and a copy of the Plan was attached as Appendix B to, the Company’s proxy statement filed with the SEC on September 1, 2023. Item 5.07    Submission of Matters of a Vote of Security Holders The annual meeting of the shareholders of the Company was held on October 16, 2023, at which the matters listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in the Company's proxy statement, filed with the SEC on September 1, 2023. The voting results are as follows: (1) The following nominees were elected to serve three-year terms on the Company's Board of Directors by the following votes: Nominee For Withheld Broker non-votes Candace S. Matthews 59,038,145  3,030,924  4,963,459  Andrea (Andi) R. Owen 59,409,169  2,659,900  4,963,459  Michael R. Smith 60,843,400  1,225,669  4,963,459  (2) The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 1, 2024, was ratified by the following votes: For Against Abstain Broker non-votes 66,004,910 962,990 64,628 N/A (3) The compensation paid to the Company's named executive officers was approved on an advisory basis by the following votes: For Against Abstain Broker non-votes 56,200,271 5,797,649 71,179 4,963,459 (4) The advisory vote on the frequency of voting on executive compensation each year has been approved by the following votes: 1 Year 2 Years 3 Years Abstain Broker non-votes 58,874,705 108,327 2,944,050 141,987 N/A (5) The approval of the MillerKnoll, Inc. 2023 Long-Term Incentive Plan by the following votes: For Against Abstain Broker non-votes 52,965,002 9,013,885 90,182 4,963,459 (6) The approval of the Amended and Restated MillerKnoll, Inc. Employee Stock Purchase Plan by the following votes: For Against Abstain Broker non-votes 61,219,615 475,181 374,273 4,963,459 Consistent with the recommendation of the Board of Directors of the Company, the Company will continue to hold future say-on-pay votes on an annual basis. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company’s 2029 annual meeting of shareholders. SIGNATURE 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 thereunto duly authorized. Date: October 17, 2023 MillerKnoll, Inc.     By: /s/ Jeffrey M. Stutz     Jeffrey M. Stutz Chief Financial Officer
Filing details
Ticker
MLKN
CIK
66382
Form type
8-K
Filing date
Oct 17, 2023
Report date
Oct 16, 2023
Document
mlkn-20231016.htm
Size
174 KB