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 14, 2024
Date of Report (Date of earliest event reported)
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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:
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| 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 5.07 Submission of Matters of a Vote of Security Holders
The annual meeting of the shareholders of the Company was held on October 14, 2024, 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 August 30, 2024. 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 |
| Douglas D. French | | 58,681,838 | | | 1,967,439 | | | 4,113,618 | |
| John R. Hoke III | | 52,021,143 | | | 8,628,134 | | | 4,113,618 | |
| Heidi J. Manheimer | | 55,022,343 | | | 5,626,934 | | | 4,113,618 | |
| Tina Edekar Edmundson | | 60,055,935 | | | 593,342 | | | 4,113,618 | |
The following nominee was elected to serve a one-year term on the Company's Board of Directors by the following votes:
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Withheld | | Broker non-votes |
| John Maeda | | 60,073,367 | | | 575,910 | | | 4,113,618 | |
The following nominee was elected to serve a two-year term on the Company's Board of Directors by the following votes:
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Withheld | | Broker non-votes |
| Jeanne K. Gang | | 60,100,884 | | | 548,393 | | | 4,113,618 | |
(2) 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 |
| 57,975,081 | | 2,430,291 | | 243,905 | | 4,113,618 |
(3) The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2025, was ratified by the following votes:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker non-votes |
| 64,196,206 | | 464,827 | | 101,862 | | N/A |
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.
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| Date: | October 15, 2024 | | MillerKnoll, Inc. |
| | | | By: | /s/ Jeffrey M. Stutz |
| | | | | Jeffrey M. Stutz
Chief Financial Officer |
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