What changed in this filing

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Item 9A. Controls and Procedures

2022-07-26 compared with 2021-07-27 · 87 added, 79 removed, 115 unchanged (59% of the section changed)

5 unchanged sentences

There were no changes in the Company's internal control over financial reporting during the fourth quarter ended May 29, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On July 19, 2021, the Company completed its acquisition of Knoll.

The Company is currently in the process of integrating Knoll’s internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).

Except for the inclusion of Knoll, there were no changes in the Company's internal control over financial reporting during the fourth quarter ended May 28, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B Other Information

1 unchanged sentence

Not applicable

Herman Miller, Inc.

and Subsidiaries 100

Item 10 Directors, Executive Officers and Corporate Governance

5 unchanged sentences

Code of Ethics

The Company has adopted a Code of Conduct that serves as the code of ethics for the executive officers and senior financial officers and as the code of business conduct for all Company directors and employees.

This code is made available free of charge through the “Legal” section of the Company's website at www.hermanmiller.com.

The Company has adopted a Code of Business Conduct and Ethics that serves as the code of ethics for the executive officers and senior financial officers and as the code of business conduct for all Company directors and employees.

This code is made available free of charge through the “Legal” section of the Company's website at www.millerknoll.com.

Any amendments to, or waivers from, a provision of this code applicable to any such officers will be posted to the "Legal" section of the Company's website.

2 unchanged sentences

Item 11 Executive Compensation

Information relating to executive compensation is contained under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination, Death, Disability, Retirement or Change in Control,” “Director Compensation,” “Director Compensation Table,” and “Executive Compensation Committee Interlocks and Insider Participation” in the Company's definitive Proxy Statement, relating to the Company's 2021 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.

Information relating to executive compensation is contained under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination, Death, Disability, Retirement or Change in Control,” “Director Compensation,” “Director Compensation Table,” and "Compensation Committee Interlocks and Insider Participation” in the Company's definitive Proxy Statement, relating to the Company's 2022 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.

The information under the caption “Compensation Committee Report” is incorporated by reference, however, such information is not deemed filed with the SEC.

1 unchanged sentence

The sections entitled “Voting Securities and Principal Shareholders,” “Director and Executive Officer Information,” and “Equity Compensation Plan Information” in the Company's definitive Proxy Statement, relating to the Company's 2022 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.

101 2021 Annual Report

Item 13 Certain Relationships and Related Transactions, and Director Independence

1 unchanged sentence

Item 14 Principal Accountant Fees and Services

The Company's independent registered public accounting firm is KPMG LLP, Chicago, IL, Auditor Firm ID:

Information relating to the ratification of the selection of the Company's independent public accountants and concerning the payments to our principal accountants and the services provided by our principal accounting firm set forth under the captions "Ratification of the Audit Committee's selection of Independent Registered Public Accounting Firm" including “Disclosure of Fees Paid to Independent Auditors” in the Company's definitive Proxy Statement, relating to the Company's 2022 Annual Meeting of Stockholders, and the information within that section is incorporated by reference.

Herman Miller, Inc.

and Subsidiaries 102

Item 15 Exhibits and Financial Statement Schedule

10 unchanged sentences

Management's Report on Internal Control over Financial Reporting 103

Reports of Independent Registered Public Accounting Firms 97

Report of Independent Registered Public Accounting Firms 104

Financial Statement Schedule

5 unchanged sentences

Refer to the Exhibit Index which is included below.

103 2021 Annual Report

Exhibit Index

(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

(a) Agreement and Plan of Merger, by and among Herman Miller, Inc., Heat Merger Sub, Inc.

and Knoll, Inc., dated as of April 19, 2021, is incorporated by reference to Exhibit 2.1 of Registrant’s Form 8-K Report dated April 22, 2021 (Commission File No.

(b) Stock Purchase Agreement, by and between Furniture Investments Acquisitions S.C.S.

and Herman Miller, Inc., dated as of April 19, 2021, is incorporated by reference to Exhibit 2.2 of the Registrant's Form 8-K Report dated April 22, 2021 (Commission File No.

(2.1) Agreement and Plan of Merger, by and among Herman Miller, Inc., Heat Merger Sub, Inc.

and Knoll, Inc., dated as of April 19, 2021, is incorporated by reference to Exhibit 2.1 of Registrant’s Form 8-K Report filed April 22, 2021 (Commission File No.

(2.2) Stock Purchase Agreement, by and between Furniture Investments Acquisitions S.C.S.

and Herman Miller, Inc., dated as of April 19, 2021, is incorporated by reference to Exhibit 2.2 of the Registrant's Form 8-K Report filed April 22, 2021 (Commission File No.

(3) Articles of Incorporation and Bylaws

(a) Restated Articles of Incorporation, dated October 8, 2018, are incorporated by reference to Exhibit 3.1 of Registrant's Form 8-K Report dated October 8, 2018 (Commission File No.

(b) Amended and Restated Bylaws, dated April 9, 2019, are incorporated by reference to Exhibit 3 of the Registrant's Form 8-K Report dated April 9, 2019 (Commission File No.

Herman Miller, Inc.

and Subsidiaries 104

(3.1) Restated Articles of Incorporation, dated October 19, 2021, are incorporated by reference to Exhibit 3(a) of Registrant's Form 10-Q Report filed January 5, 2022 (Commission File No.

(3.2) Amended and Restated Bylaws, dated effective November 1, 2021, are incorporated by reference to Exhibit 3(b) of the Registrant's Form 10-Q Report January 5, 2022 (Commission File No.

(4) Instruments Defining the Rights of Security Holders

(a) Other instruments which define the rights of holders of long-term debt individually represent debt of less than 10% of total assets.

(4.1) Other instruments which define the rights of holders of long-term debt individually represent debt of less than 10% of total assets.

In accordance with item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant agrees to furnish to the SEC copies of such agreements upon request.

(b) Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, dated May 30, 2020, is incorporated by reference to Exhibit 4.B of Registrant's Form 10-K Report dated July 28, 2020 (Commission File No.

(4.2) Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 .

(10) Material Contracts

(a) Credit Agreement dated as of July 19, 2021 is incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K Report dated July 19, 2021 (Commission File No.

(b) 2020 Herman Miller, Inc Long-Term Incentive Plan is incorporated by reference to Article 1 of the Registrant's Schedule 14A dated September 1, 2020 (Commission File No.

Nonemployee Officer and Director Deferred Compensation Plan is incorporated by reference to Exhibit 10(b) of the Registrant's Form 10-K Report dated July 26, 2016 (Commission File No.

(d) Form of Management Continuity Agreement of the Registrant, dated May 30, 2020, is incorporated by reference to Exhibit 10.C of Registrant's Form 10-K Report dated July 28, 2020 (Commission File No.

(e) Herman Miller, Inc.

Executive Equalization Retirement Plan is incorporated by reference to Exhibit 10 (d) of the Registrant's Form 10-K Report dated July 28, 2015 (Commission File No.

(f) Form of Herman Miller, Inc., Long-Term Incentive Plan Stock Option Agreement is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q Report dated January 9, 2019 (Commission File No.

(g) Form of Herman Miller, Inc., Long-Term Incentive Restricted Stock Unit Award is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q Report dated April 7, 2020 (Commission File No.

(h) Form of Herman Miller, Inc.

2011 Long-Term Incentive Plan HMVA Plan Performance Share Unit Award is incorporated by reference to Exhibit 10.3 of the Registrant's Form 10-Q Report dated January 9, 2019 (Commission File No.

(i) Form of Herman Miller, Inc.

2011 Long-Term Incentive Plan TSR Performance Share Unit Award Agreement is incorporated by reference to Exhibit 10.4 of the Registrant's Form 10-Q Report dated January 9, 2019 (Commission File No.

105 2021 Annual Report

(j) Form of Herman Miller, Inc.

2011 Long-Term Incentive Plan Conditional Stock Option Award is incorporated by reference to Exhibit 10(p) of the Registrant's Form 10-K Report dated July 28, 2015 (Commission File No.

(k) Trust Under the Herman Miller, Inc.

Nonemployee Officer and Director Compensation Plan is incorporated by reference to Exhibit 10(q) of the Registrant's Form 10-K Report dated July 26, 2016 (Commission File No.

(l) Share Purchase Agreement dated October 8, 2019 between Herman Miller Holdings Limited and Nine United A/S is incorporated by reference to Exhibit 10.3 of the Registrant's Form 10-Q Report dated October 8, 2019 (Commission File No.

(m) Employment Agreement between Herman Miller, Inc.

and Andrea R.

Owen, Chief Executive Officer, dated August 3, 2018, is incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Report dated October 10, 2018 (Commission File No.

(n) Stock Option Agreement between Herman Miller, Inc.

and Andrea Owen is incorporated by reference to Exhibit 10.5 of the Registrant's Form 10-Q Report dated January 9, 2019 (Commission File No.

(o) Restricted Stock Unit Award Agreement between Herman Miller, Inc.

and Andrea Owen is incorporated by reference to Exhibit 10.6 of the Registrant's Form 10-Q Report dated January 9, 2019 (Commission File No.

(p) HMVA Performance Share Award Agreement between Herman Miller, Inc.

and Andrea Owen is incorporated by reference to Exhibit 10.7 of the Registrant's Form 10-Q Report dated January 9, 2019 (Commission File No.

(q) TSR Performance Share Unit Award Agreement between Herman Miller, Inc.

and Andrea Owen is incorporated by reference to Exhibit 10.8 of the Registrant's Form 10-Q Report dated January 9, 2019 (Commission File No.

(r) Herman Miller, Inc.

2019 Executive Incentive Cash Bonus Plan dated July 15, 2019 is incorporated by reference to Exhibit 10 of the Registrant's Form 8-K Report filed July 19, 2019 (Commission File No.

(s) Form of Indemnification Agreement between Herman Miller, Inc.

and certain employees serving as a director or officer of a foreign subsidiary, including executive officers of Herman Miller, Inc.

is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q Report dated October 8, 2019 (Commission File No.

(t) Fifth Amended and Restated Credit Agreement dated as of August 28, 2019 among Herman Miller, Inc., certain subsidiary borrowers, Wells Fargo Bank, National Agent, as Administrative Agent, and JPMorgan Chase Bank N.A., as Syndication Agent, is incorporated by reference to Exhibit 10.1 of the Registrant's Report on Form 8-K Report dated August 28, 2019 (Commission File No.

(u) Form of Herman Miller, Inc., Long-Term Incentive Plan Operating Income Growth Performance Share Unit with TSR Modifier Award Agreement is incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q Report dated April 7, 2020 (Commission File No.

(v) Form of Herman Miller, Inc., Long-Term Incentive Plan Revenue Growth Performance Share Unit with TSR Modifier Award Agreement is incorporated by reference to Exhibit 10.3 of the Registrant's Form 10-Q Report dated April 7, 2020 (Commission File No.

(w) Advisory Agreement dated August 7, 2020 by and between Herman Miller, Inc.

and Gregory Bylsma is incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Report dated October 5, 2020 (Commission File No.

(x) Voting and Support Agreement, by and between Herman Miller, Inc.

and Furniture Investments Acquisitions S.C.S., dated as of April 19, 2021 is incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K Report dated April 22, 2021 (Commission File No.

(10.1) Credit Agreement dated as of July 19, 2021, by and among Herman Miller, Inc.;

the lenders and other parties party thereto:

Goldman Sachs Bank USA and Wells Fargo Bank, National Association, as administrative agents;

and Goldman Sachs Bank USA, as collateral agent, is incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed July 20, 2021 (Commission File No.

(10.2) Amendment No.

1 to Credit Agreement, dated as of September 22, 2021, is incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q filed October 6, 2021 (Commission File No.

(10.3) MillerKnoll, Inc.

2019 Executive Incentive Cash Bonus Plan, as amended.

(10.4) MillerKnoll, Inc.

2020 Long-Term Incentive Plan, as amended.

(10.5) MillerKnoll, Inc.

2020 Long-Term Incentive Plan Stock Option Agreement .

(10.6) MillerKnoll, Inc.

2020 Long-Term Incentive Plan Premium Stock Option Agreement .

(10.7) MillerKnoll, Inc.

2020 Long-Term Incentive Plan Restricted Stock Unit Award Agreement .

(10.8) MillerKnoll , Inc.

2020 Long-Term Incentive Plan Revenue Performance Share Unit with TSR Multiplier Award Agreement .

(10.9 MillerKnoll, Inc.

2020 Long-Term Incentive Plan Operating Income Performance Share Unit with TSR Multiplier Award Agreement.

(10.10) MillerKnoll, Inc.

2020 Long-Term Incentive Plan Non-Financial Metric(s) Performance Share Unit with TSR Multiplier Award Agreement.

(10.11) Herman Miller, Inc.

and Subsidiaries 106

2020 Long-Term Incentive Plan Performance Restricted Stock Unit Award Agreement .

(10.12) Knoll, Inc.

2021 Stock Incentive Plan, as amended .

(10.13) Amended and Restated MillerKnoll, Inc.

Director Deferred Compensation Plan is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed January 5, 2022 (Commission File No.

(10.14) Trust Under the Herman Miller, Inc.

Nonemployee Officer and Director Compensation Plan is incorporated by reference to Exhibit 10(q) of the Registrant's Form 10-K Report filed July 26, 2016 (Commission File No.

(10.15) MillerKnoll, Inc.

Executive Equalization Retirement Plan .

(10.16) Form of Management Continuity Agreement of the Registrant is incorporated by reference to Exhibit 10 (c) of Registrant's Form 10-K filed July 28, 2020 (Commission File No.

(10.17) Form of Indemnification Agreement between MillerKnoll, Inc.

and directors.

(10.18) Form of Indemnification Agreement between MillerKnoll, Inc.

and certain employees, including executive officers of MillerKnoll, Inc., serving as a director or officer of a foreign subsidiary .

(10.19) Employment Agreement between Herman Miller, Inc.

and Andrea R.

Owen, Chief Executive Officer, dated August 3, 2018, is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed October 10, 2018 (Commission File No.

(10.20) Stock Option Agreement between Herman Miller, Inc.

and Andrea Owen is incorporated by reference to Exhibit 10.5 of the Registrant's Form 10-Q Report filed January 9, 2019 (Commission File No.

(10.21) Restricted Stock Unit Award Agreement between Herman Miller, Inc.

and Andrea Owen is incorporated by reference to Exhibit 10.6 of the Registrant's Form 10-Q Report filed January 9, 2019 (Commission File No.

(10.22) HMVA Performance Share Award Agreement between Herman Miller, Inc.

and Andrea Owen is incorporated by reference to Exhibit 10.7 of the Registrant's Form 10-Q Report filed January 9, 2019 (Commission File No.

(10.23) TSR Performance Share Unit Award Agreement between Herman Miller, Inc.

and Andrea Owen is incorporated by reference to Exhibit 10.8 of the Registrant's Form 10-Q Report filed January 9, 2019 (Commission File No.

(10.24) Chris Baldwin Offer Letter dated June 13, 2021.

(10.25) Restricted Stock Agreement under the Knoll, Inc.

2018 Stock Incentive Plan .

(10.26) Performance-Based Stock Unit Agreement under the Knoll, Inc.

2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.19(r) to the Form 10-K filed by Knoll, Inc.

on March 1, 2021) (see modifications implemented pursuant to the Agreement and Plan of Merger filed as Exhibit 2.1 with this Form 10-K).

(10.27) Restricted Share Agreement under the Knoll, Inc.

2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.17(c) to the Form 10-K filed by Knoll, Inc.

on March 1, 2021).

(10.28) Performance-Based Stock Unit Agreement under the Knoll, Inc.

2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.18(c) to the Form 10-K filed by Knoll, Inc.

on March 1, 2021) (see modifications implemented pursuant to the Agreement and Plan of Merger filed as Exhibit 2.1 with this Form 10-K).

(18) Preferability Letter from KPMG LLP dated July 26, 2022 .

(21) Subsidiaries .

(23)(a) Consent of Independent Registered Public Accounting Firm

(23)(b) Consent of Independent Registered Public Accounting Firm

(23) Consent of Independent Registered Public Accounting Firm .

(24) Power of Attorney (included on the signature page to this Form 10-K Report) .

(31)(a) Certificate of the Chief Executive Officer of Herman Miller, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(31)(b) Certificate of the Chief Financial Officer of Herman Miller, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32)(a) Certificate of the Chief Executive Officer of Herman Miller, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(32)(b) Certificate of the Chief Financial Officer of Herman Miller, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(31.1) Certificate of the Chief Executive Officer of Herman Miller, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

(31.2) Certificate of the Chief Financial Officer of Herman Miller, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

(32.1) Certificate of the Chief Executive Officer of Herman Miller, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

(32.2) Certificate of the Chief Financial Officer of Herman Miller, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

9 unchanged sentences

Column A Column B Column C Column D Column E

Description Balance at beginning of period Charges to expenses or net sales Deductions (3)

Description Balance at beginning of period Charges to expenses or net sales Charges to other accounts (4)

Deductions (3)

Balance at end of period

4 unchanged sentences

0.7 0.4 — — 1.1

Allowance for possible losses on notes receivable $ 0.3 $ ( 0.3 ) $ — $ —

Valuation allowance for deferred tax asset 8.9 0.4 — 2.4 11.7

6 unchanged sentences

Valuation allowance for deferred tax asset 10.6 ( 2.3 ) — 0.6 8.9

Year ended June 1, 2019:

Year ended May 30, 2020:

Accounts receivable allowances — uncollectible accounts (1)

4 unchanged sentences

Valuation allowance for deferred tax asset 10.4 0.4 — ( 0.2 ) 10.6

107 2021 Annual Report

(1) Activity under the “Charges to expense or net sales” column are recorded within Selling, general and administrative expenses.

2 unchanged sentences

Includes effects of foreign translation.

(4) Represents reserves recorded related to the Knoll entity.

Item 16 Form 10-K Summary

Herman Miller, Inc.

and Subsidiaries 108

Pursuant to the requirements of Section 13 or 15(d) 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.

HERMAN MILLER, INC.

MillerKnoll, Inc.

/s/ Jeffrey M.

5 unchanged sentences

Volkema /s/ Lisa Kro

(Chairman of the Board)

(Chairman of the Board) Lisa Kro

Brandon /s/ Mary Vermeer Andringa

14 unchanged sentences

(Director) Michael R.

109 2021 Annual Report

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures