MillerKnoll DEF 14A: Executive Pay & Annual Meeting Details

Ticker: MLKN · Form: DEF 14A · Filed: Aug 30, 2024 · CIK: 66382

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

MillerKnoll's DEF 14A is out, detailing exec pay and board info for the fiscal year ending June 1, 2024.

AI Summary

MillerKnoll, Inc. filed its DEF 14A on August 30, 2024, detailing executive compensation and annual meeting information. The filing covers the fiscal year ending June 1, 2024, and includes compensation details for its principal executive officers and other named executive officers. It also provides information regarding the company's board of directors and governance practices.

Why It Matters

This filing provides shareholders with crucial information about how executive compensation is structured and approved, impacting corporate governance and investor confidence.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that primarily discloses executive compensation and governance information, with no immediate market-moving events indicated.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit proxies from shareholders for an upcoming annual or special meeting of security holders. It provides detailed information about matters to be voted on, including executive compensation, director elections, and other corporate governance issues.

When did MillerKnoll's most recent fiscal year end?

MillerKnoll's most recent fiscal year ended on June 1, 2024, as indicated by the filing.

What is MillerKnoll's Standard Industrial Classification (SIC) code?

MillerKnoll's SIC code is 2520, which corresponds to Office Furniture.

What is the SEC file number for MillerKnoll?

MillerKnoll's SEC file number is 001-15141.

What was MillerKnoll's former company name?

MillerKnoll was formerly known as Herman Miller Inc., with a name change date of November 19, 2019.

Filing Stats: 4,516 words · 18 min read · ~15 pages · Grade level 12.6 · Accepted 2024-08-30 10:54:09

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation P PROPOSAL 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 18 Compensation Discussion and Analysis 19 Executive Summary 19 Executive Officers Covered by this CD&A 20 Key Governance and Compensation Best Practices 20 Compensation Philosophy and Executive Compensation Program Overview 21 Role of Market Data and Compensation Peer Group 22 Roles and Responsibilities in Setting Executive Officer Compensation 23 Fiscal 2024 Compensation Program 24 Compensation Program Changes for Fiscal 2025 27 Associate Benefit Plans 27 Other Executive Plans and Perquisites 27 Stock Ownership Guidelines and Stock Retention Requirements 28 Anti-Hedging and Anti-Pledging Policy 28 Severance Policy and Change in Control Agreements 28 Deductibility of Compensation 29 Compensation Committee Report 30 Compensation Tables 31 Summary Compensation Table 31 Grants of Plan-Based Awards 33 Outstanding Equity Awards at Fiscal Year-End 35 Option Exercises and Stock Vested 37 Nonqualified Deferred Compensation 37 Potential Payments Upon Termination, Death, Disability, Retirement, or Change in Control 38 CEO Pay Ratio 41 Pay Versus Performance 42 Equity Compensation Plan Information 46 Audit Matters P PROPOSAL 3 - RATIFICATION OF AUDIT COMMITTEE ' S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 47 Report of the Audit Committee 48 Other Corporate Governance Certain Relationships and Related Party Transactions 49 Delinquent Section 16(A) Reports 49 General Information

Security Ownership

Security Ownership 50 Information About The Annual Meeting and Voting 52 Shareholder Proposals for the 2025 Annual Meeting 56 Other Matters 57 Appendix Appendix A : Reconciliation of Non-GAAP Financial Measures 58 MillerKnoll Table of Contents BUSINESS OVERVIEW AND STRATEGY As a global leader of design, MillerKnoll and our collective of dynamic brands have led conversations on design for over 100 years, and we continue to drive our industry forward with visionary thinking and a purposeful approach. From the spaces we make that help us live and work better, to how we manufacture our products, to the ways we solve challenges facing our customers and global community, design is our tool for creating positive impact. Our optimism leads us as we redefine modern for the 21st century, and design a future that is more sustainable, caring, and beautiful for all people and our planet. Areas of Strategic Focus Our strategy is designed to harness the full potential of MillerKnoll while driving growth across all business segments, geographies, and customer groups and creating value for all our stakeholders. We will capitalize on global trends including hybrid and flexible work, consumers' focus on investing in their homes, a focus on health and well-being, and an expectation of corporate social responsibility. Our strategy includes three key focus areas: Drive Customer Demand and Order Growth Foster a Culture of Highly Engaged Associates Deliver Value for our Associates and Shareholders Drive Customer Demand and Order Growth We are prioritizing programs to deliver world-class experiences with every client interaction. We have a global, go-to-market framework for contract sellers, Design With Impact, that is organized around well-being, connection and change, and we are investing in MillerKnoll showrooms that bring our brands closer together to show the breadth of our offerings. As part of this work, we are enhancing and opening MillerKnoll showroo

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