Item 9A. Controls and Procedures
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 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. 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. 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
Not applicable
98
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 2023 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 2023 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/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.
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 2023 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 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 “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.
99
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 — 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
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 2023 Annual Meeting of Stockholders, and the information within that section is incorporated by reference.
100
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 52
Management's Report on Internal Control over Financial Reporting 94
Report of Independent Registered Public Accounting Firms 95
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 105
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.
101
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).
(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 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. 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, is incorporated by reference to Exhibit 4.2 of Registrant's Form 10-K filed July 26, 2022 (Commission File No. 001-15141) .
(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) 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. 001-15141)
(10.4) MillerKnoll, Inc. 2023 Amended and Restated Annual Incentive Cash Bonus Plan (1)
(10.5) MillerKnoll, Inc. 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. 001-15141). (1)
(10.6) MillerKnoll, Inc. 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. 001-15141). . (1)
(10.7) MillerKnoll, Inc. 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. 001-15141). . (1)
(10.8) MillerKnoll, Inc. 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. 001-15141). (1)
(10.9) MillerKnoll, Inc. 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. 001-15141). (1)
102
(10.10) MillerKnoll, Inc. 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. 001-15141). . (1)
(10.11) MillerKnoll, Inc. 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. 001-15141). (1)
(10.12) Herman Miller, Inc. 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. 001-15141). (1)
(10.13) Knoll, Inc. 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. 001-15141). (1)
(10.14) 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)
(10.15) 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)
(10.16) MillerKnoll, Inc. Executive Equalization Retirement Plan (1)
(10.17) 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)
(10.18) Form of Indemnification Agreement between MillerKnoll, Inc. and directors, is incorporated by reference to Exhibit 10.17 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No. 001-15141). (1)
(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, is incorporated by reference to Exhibit 10.18 of the Registrant's Form 10-K filed July 26, 2022 (Commission File No. 001-15141). (1)
(10.20) 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)
(10.21) 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)
(10.22) 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)
(10.23) 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)
(10.24) 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)
(10.25) 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. 001-15141). (1)
(10.26) Restricted Stock Agreement under the Knoll, Inc. 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. 001-15141). (1)
103
(10.27) 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)
(10.28) 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)
(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 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
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
(1) Denotes compensatory plan or arrangement.
104
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 June 3, 2023:
Accounts receivable allowances — uncollectible accounts (1)
$ 8.6 $ 0.5 $ — $ ( 3.0 ) $ 6.1
Accounts receivable allowances — credit memo (2)
1.1 ( 0.8 ) — — 0.3
Valuation allowance for deferred tax asset 11.7 1.3 — ( 0.3 ) 12.7
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
(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.
(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
105
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, 2023
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. Volkema /s/ Lisa Kro
Michael A. Volkema
(Chairman of the Board) Lisa Kro
(Director)
/s/ David A. Brandon /s/ Douglas D. French
David A. Brandon
(Director) Douglas D. French
(Director)
/s/ John R. Hoke III /s/ Heidi Manheimer
John R. Hoke III
(Director) Heidi Manheimer
(Director)
/s/ Candace Matthews /s/ Andrea R. Owen
Candace Matthews
(Director) Andrea R. Owen
(President, Chief Executive Officer, and Director)
/s/ Michael C. Smith /s/ Michael R. Smith
Michael C. Smith
(Director) Michael R. Smith
(Director)
/s/ Jeffrey M. Stutz
Jeffrey M. Stutz
(Chief Financial Officer and Principal Accounting Officer)
106