MILLERKNOLL, INC. 10-K

Item 9A Controls and Procedures (a) Disclosure Controls and Procedures. Under the supervision and with the participation of management, the Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 28, 2022 and have concluded that as of that date, the Company's disclosure controls and procedures were effective. (b) Management's Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Independent Registered Public Accounting Firm. Refer to Item 8 for “Management's Report on Internal Control Over Financial Reporting.” The effectiveness of the Company's internal control over financial reporting has been audited by KPMG LLP, an independent registered accounting firm, as stated in its report included in Item 8. (c) Changes in 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 None Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable 108 PART III Item 10 Directors, Executive Officers and Corporate Governance Directors, Executive Officers, Promoters and Control Persons Information relating to directors and director nominees of the Company is contained under the caption “Director and Executive Officer Information” 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. Information relating to executive officers of the Company is included in Part I hereof entitled “Information About Our Executive Officers.” Compliance with Section 16(a) of the Exchange Act Information relating to compliance with Section 16(a) of the Exchange Act is contained under the caption “Delinquent Section 16(a) Reports” 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. Code of Ethics 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. Corporate Governance Information relating to the identification of the audit committee, audit committee financial experts, and director nomination procedures of the Company is contained under the captions “Board Committees” and “Corporate Governance and Board Matters — Director Nominations” 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. 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,” “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. Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. 109 Item 13 Certain Relationships and Related Transactions, and Director Independence Information concerning certain relationships and related transactions contained under the captions “Certain Relationships and Related Party Transactions,” and “Corporate Governance and Board Matters — Determination of Independence of Board Members” 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. Item 14 Principal Accountant Fees and Services The Company's independent registered public accounting firm is KPMG LLP, Chicago, IL, Auditor Firm ID: 185 . 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. 110 PART IV Item 15 Exhibits and Financial Statement Schedule (a) The following documents are filed as a part of this report: 1. Financial Statements The following Consolidated Financial Statements of the Company are included in this Annual Report on Form 10-K on the pages noted: Page Number in this Form 10-K Consolidated Statements of Comprehensive Income 48 Consolidated Balance Sheets 49 Consolidated Statements of Stockholders' Equity 50 Consolidated Statements of Cash Flows 51 Notes to the Consolidated Financial Statements 53 Management's Report on Internal Control over Financial Reporting 103 Report of Independent Registered Public Accounting Firms 104 2. Financial Statement Schedule The following financial statement schedule is included in this Annual Report on Form 10-K on the pages noted: Page Number in this Form 10-K Schedule II- Valuation and Qualifying Accounts 114 All other schedules required by Form 10-K Annual Report have been omitted because they were not applicable, included in the Notes to the Consolidated Financial Statements, or otherwise not required under instructions contained in Regulation S-X. 3. Exhibits Refer to the Exhibit Index which is included below. 111 Exhibit Index (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession (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. 001-15141). (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. 001-15141). (3) Articles of Incorporation and Bylaws (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. 001-15141) . (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. 001-15141) . (4) Instruments Defining the Rights of Security Holders (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. (4.2) Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 . (10) Material Contracts (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. 001-15141). (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. 001-15141) (10.3) MillerKnoll, Inc. 2019 Executive Incentive Cash Bonus Plan, as amended. (1) (10.4) MillerKnoll, Inc. 2020 Long-Term Incentive Plan, as amended. (1) (10.5) MillerKnoll, Inc. 2020 Long-Term Incentive Plan Stock Option Agreement . (1) (10.6) MillerKnoll, Inc. 2020 Long-Term Incentive Plan Premium Stock Option Agreement . (1) (10.7) MillerKnoll, Inc. 2020 Long-Term Incentive Plan Restricted Stock Unit Award Agreement . (1) (10.8) MillerKnoll , Inc. 2020 Long-Term Incentive Plan Revenue Performance Share Unit with TSR Multiplier Award Agreement . (1) (10.9 MillerKnoll, Inc. 2020 Long-Term Incentive Plan Operating Income Performance Share Unit with TSR Multiplier Award Agreement. (1) (10.10) MillerKnoll, Inc. 2020 Long-Term Incentive Plan Non-Financial Metric(s) Performance Share Unit with TSR Multiplier Award Agreement. (1) (10.11) Herman Miller, Inc. 2020 Long-Term Incentive Plan Performance Restricted Stock Unit Award Agreement . (1) 112 (10.12) Knoll, Inc. 2021 Stock Incentive Plan, as amended . (1) (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. 001-15141) . (1) (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. 001-15141). (1) (10.15) MillerKnoll, Inc. Executive Equalization Retirement Plan . (1) (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. 001-15141). (1) (10.17) Form of Indemnification Agreement between MillerKnoll, Inc. and directors. (1) (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 . (1) (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. 001-15141). (1) (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. 001-15141). (1) (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. 001-15141). (1) (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. 001-15141). (1) (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. 001-15141). (1) (10.24) Chris Baldwin Offer Letter dated June 13, 2021. (1) (10.25) Restricted Stock Agreement under the Knoll, Inc. 2018 Stock Incentive Plan . (1) (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). (1) (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). (1) (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). (1) 113 (18) Preferability Letter from KPMG LLP dated July 26, 2022 . (21) Subsidiaries . (23) Consent of Independent Registered Public Accounting Firm . (24) Power of Attorney (included on the signature page to this Form 10-K Report) . (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. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). (1) Denotes compensatory plan or arrangement. 114 Schedule II - Valuation and Qualifying Accounts (In millions) Column A Column B Column C Column D Column E Description Balance at beginning of period Charges to expenses or net sales Charges to other accounts (4) Deductions (3) Balance at end of period Year ended May 28, 2022: Accounts receivable allowances — uncollectible accounts (1) $ 4.8 $ 1.3 $ 4.7 $ ( 2.2 ) $ 8.6 Accounts receivable allowances — credit memo (2) 0.7 0.4 — — 1.1 Valuation allowance for deferred tax asset 8.9 0.4 — 2.4 11.7 Year ended May 29, 2021: Accounts receivable allowances — uncollectible accounts (1) $ 4.3 $ 1.7 $ — $ ( 1.2 ) $ 4.8 Accounts receivable allowances — credit memo (2) 0.1 — — 0.6 0.7 Allowance for possible losses on notes receivable 0.3 ( 0.3 ) — — — Valuation allowance for deferred tax asset 10.6 ( 2.3 ) — 0.6 8.9 Year ended May 30, 2020: Accounts receivable allowances — uncollectible accounts (1) $ 2.9 $ 2.3 $ — $ ( 0.9 ) $ 4.3 Accounts receivable allowances — credit memo (2) 0.6 — — ( 0.5 ) 0.1 Allowance for possible losses on notes receivable 0.3 — — — 0.3 Valuation allowance for deferred tax asset 10.4 0.4 — ( 0.2 ) 10.6 (1) Activity under the “Charges to expense or net sales” column are recorded within Selling, general and administrative expenses. (2) Activity under the “Charges to expenses or net sales” column are recorded within Net sales. (3) Represents amounts written off, net of recoveries and other adjustments. Includes effects of foreign translation. (4) Represents reserves recorded related to the Knoll entity. Item 16 Form 10-K Summary None 115 Signatures 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. MillerKnoll, Inc. /s/ Jeffrey M. Stutz By Jeffrey M. Stutz Chief Financial Officer (Principal Accounting Officer and Duly Authorized Signatory for Registrant) Date: July 26, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on July 26, 2022 by the following persons on behalf of the Registrant in the capacities indicated. /s/ Michael A. Volkema /s/ Lisa Kro Michael A. Volkema (Chairman of the Board) Lisa Kro (Director) /s/ David A. Brandon /s/ Mary Vermeer Andringa David A. Brandon (Director) Mary Vermeer Andringa (Director) /s/ Douglas D. French /s/ John R. Hoke III Douglas D. French (Director) John R. Hoke III (Director) /s/ Heidi Manheimer /s/ Andrea R. Owen Heidi Manheimer (Director) Andrea R. Owen (President, Chief Executive Officer, and Director) /s/ Michael C. Smith /s/ Jeffrey M. Stutz Michael C. Smith (Director) Jeffrey M. Stutz (Chief Financial Officer and Principal Accounting Officer) /s/ Candace Matthews /s/ Michael R. Smith Candace Matthews (Director) Michael R. Smith (Director)