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Item 9A. Controls and Procedures

2023-07-26 compared with 2022-07-26 · 49 added, 50 removed, 152 unchanged (39% of the section changed)

1 unchanged sentence

(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.

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 June 3, 2023 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.

1 unchanged sentence

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.

There were no changes in the Company's internal control over financial reporting during the fourth quarter ended June 3, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B Other Information

On July 21, 2023, the Company’s Board of Directors approved an amendment to the Company’s annual incentive cash bonus plan that removes adjusted operating income as the primary metric upon which awards made pursuant to that plan are based and instead gives the Board discretion to determine the applicable metric(s) for each plan year.

The plan, as amended and restated, is filed as Exhibit 10.4 to this Annual Report.

Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

8 unchanged sentences

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.

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

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,” “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.

Information relating to executive compensation is contained under the sections “Compensation Discussion and Analysis,” “Compensation Tables,” “CEO Pay Ratio,” “Pay Versus Performance,” and "Compensation Committee Interlocks and Insider Participation" in the Company's definitive Proxy Statement, relating to the Company's 2023 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.

The sections entitled “Share Ownership,” “Director and Executive Officer Information,” and “Equity Compensation Plan Information” in the Company's definitive Proxy Statement, relating to the Company's 2023 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.

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.

Information concerning certain relationships and related transactions contained under the captions “Certain Relationships and Related Party Transactions,” and “Corporate Governance and Board Matters — Director Independence” in the Company's definitive Proxy Statement, relating to the Company's 2023 Annual Meeting of Stockholders and the information within these sections is incorporated by reference.

Item 14 Principal Accountant Fees and Services

25 unchanged sentences

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

(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.

(3.2) Amended and Restated Bylaws, dated effective April 18, 2023, are incorporated by reference to Exhibit 3.1 of the Registrant's Form 8-K Report filed April 20 , 2023 (Commission File No.

(4) Instruments Defining the Rights of Security Holders

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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 .

(4.2) Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, is incorporated by reference to Exhibit 4.2 of Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10) Material Contracts

5 unchanged sentences

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) Amendment No.

2 to Credit Agreement, dated as of January 10, 2023, is incorporated by reference to Exhibit 10.

1 of the Registrant's Form 10-Q filed April 12, 2023 (Commission File No.

(10.4) MillerKnoll, Inc.

2019 Executive Incentive Cash Bonus Plan, as amended.

2023 Amended and Restated Annual Incentive Cash Bonus Plan (1)

(10.5) MillerKnoll, Inc.

2020 Long-Term Incentive Plan, as amended.

2020 Long-Term Incentive Plan, as amended, is incorporated by reference to Exhibit 10.4 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10.6) MillerKnoll, Inc.

2020 Long-Term Incentive Plan Stock Option Agreement .

2020 Long-Term Incentive Plan Stock Option Agreement, is incorporated by reference to Exhibit 10.5 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10.7) MillerKnoll, Inc.

2020 Long-Term Incentive Plan Premium Stock Option Agreement .

2020 Long-Term Incentive Plan Premium Stock Option Agreement, is incorporated by reference to Exhibit 10.6 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10.8) MillerKnoll, Inc.

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

2020 Long-Term Incentive Plan Restricted Stock Unit Award Agreement, is incorporated by reference to Exhibit 10.7 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10.9) MillerKnoll, Inc.

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

2020 Long-Term Incentive Plan Revenue Performance Share Unit with TSR Multiplier Award Agreement, is incorporated by reference to Exhibit 10.8 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10.10) MillerKnoll, Inc.

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

2020 Long-Term Incentive Plan Operating Income Performance Share Unit with TSR Multiplier Award Agreement, is incorporated by reference to Exhibit 10.9 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10.11) MillerKnoll, Inc.

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

2020 Long-Term Incentive Plan Non-Financial Metric(s) Performance Share Unit with TSR Multiplier Award Agreement, is incorporated by reference to Exhibit 10.10 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10.12) Herman Miller, Inc.

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

2020 Long-Term Incentive Plan Performance Restricted Stock Unit Award Agreement, is incorporated by reference to Exhibit 10.11 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10.13) Knoll, Inc.

2021 Stock Incentive Plan, as amended .

2021 Stock Incentive Plan, as amended, is incorporated by reference to Exhibit 10.12 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10.14) Amended and Restated MillerKnoll, Inc.

6 unchanged sentences

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

and directors.

and directors, is incorporated by reference to Exhibit 10.17 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10.19) 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 .

and certain employees, including executive officers of MillerKnoll, Inc., serving as a director or officer of a foreign subsidiary, is incorporated by reference to Exhibit 10.18 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

(10.20) Employment Agreement between Herman Miller, Inc.

9 unchanged sentences

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) Chris Baldwin Offer Letter dated June 13, 2021, is incorporated by reference to Exhibit 10.24 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

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

2018 Stock Incentive Plan .

2018 Stock Incentive Plan, is incorporated by reference to Exhibit 10.25 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No.

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

4 unchanged sentences

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 .

1 unchanged sentence

(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

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

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

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

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

(97) Policy Relating to Recovery of Erroneously Awarded Compensation

(97.1) MillerKnoll, Inc.

Compensation Recovery Policy

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

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Balance at end of period

Year ended May 28, 2022:

Year ended June 3, 2023:

Accounts receivable allowances — uncollectible accounts (1)

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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

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

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

(1) Activity under the “Charges to expenses 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.

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July 26, 2023

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on July 26, 2023 by the following persons on behalf of the Registrant and in the capacities indicated.

Each director whose signature appears below hereby appoints Andrea R.

Owen and Jeffrey M.

Stutz and each of them severally, as his or her attorney-in-fact, to sign in his or her name and on his or her behalf, as a director, and to file with the Securities and Exchange Commission any and all amendments to this Annual Report on Form 10-K.

/s/ Michael A.

1 unchanged sentence

(Chairman of the Board) Lisa Kro

Brandon /s/ Mary Vermeer Andringa

(Director) Mary Vermeer Andringa

/s/ Douglas D.

French /s/ John R.

(Director) John R.

/s/ Heidi Manheimer /s/ Andrea R.

Heidi Manheimer

Brandon /s/ Douglas D.

(Director) Douglas D.

Hoke III /s/ Heidi Manheimer

(Director) Heidi Manheimer

/s/ Candace Matthews /s/ Andrea R.

Candace Matthews

(Director) Andrea R.

1 unchanged sentence

/s/ Michael C.

Smith /s/ Jeffrey M.

(Director) Jeffrey M.

(Chief Financial Officer and Principal Accounting Officer)

/s/ Candace Matthews /s/ Michael R.

Candace Matthews

Smith /s/ Michael R.

(Director) Michael R.

/s/ Jeffrey M.

(Chief Financial Officer and Principal Accounting Officer)

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