What changed in this filing

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Item 9A. Controls and Procedures

2024-07-30 compared with 2023-07-26 · 35 added, 47 removed, 154 unchanged (35% of the section changed)

7 unchanged sentences

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.

During the fourth quarter of fiscal 2024, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S‑K) or non‑Rule 10b5‑1 trading arrangements (as defined in Item 408(c) of Regulation S‑K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company.

Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

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 directors and director nominees of the Company is contained under the captions “Our Nominees and Directors” and “Security Ownership” in the Company's definitive Proxy Statement, relating to the Company's 2024 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.”

6 unchanged sentences

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.

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 “Corporate Governance and Board Matters,” “Corporate Governance and Board Matters — Director Nominations,” and “Board Committees” and in the Company's definitive Proxy Statement, relating to the Company's 2024 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.

Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale, and/or other disposition of its securities by its directors, officers, employees, and other covered persons.

The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to the Company.

A copy of this policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Item 11 Executive Compensation

2 unchanged sentences

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.

The sections entitled “Security Ownership” and “Equity Compensation Plan Information” in the Company's definitive Proxy Statement, relating to the Company's 2024 Annual Meeting of Stockholders, and the information within these sections is incorporated by reference.

Item 13 Certain Relationships and Related Transactions, and Director Independence

42 unchanged sentences

(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.

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.

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

202 4 Amended and Restated Annual Incentive Cash Bonus Pla n .

(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.

2023 Long-Term Incentive Plan (as conformed through First Amendment adopted July 16, 2024 ) .

(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.

2023 Long-Term Incentive Plan Nonemployee Director Global Stock Option Agreement is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed April 10, 2024 (Commission File No.

(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.

2023 Long-Term Incentive Plan Global EBITDA Performance Share Unit with TSR Multiplier Award Agreement is incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q filed January 10, 2024 (Commission File No.

(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.

202 0 Long-Term Incentive Plan Global Restricted Stock Unit Award Agreement is incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed O ctober 11 , 2023 (Commission File No.

(10.9) MillerKnoll, Inc.

2020 Long-Term Incentive Plan Global Stock Option Agreement is incorporated by reference to Exhibit 10.

2 of the Registrant’s Form 10-Q filed October 11, 2023 (Commission File No.

(10.10) 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.

3 unchanged sentences

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

(10.13) Amended and Restated MillerKnoll, Inc.

3 unchanged sentences

(10.15) 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.

Executive Equalization Retirement Plan is incorporated by reference to Exhibit 10.16 of the Registrant's Form 10-K Report filed July 26, 2023 (Commission File No.

(10.16) Form of Management Continuity Agreement of the Registrant.

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

7 unchanged sentences

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.

(10.22) 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.

(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.

(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.

(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, 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.

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) .

(10.28) 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).

(19) MillerKnoll, Inc.

Preventing Unlawful Insider Trading:

Disclosure and Trading Guidelines, including Supplement to Insider Trading Policy - Use of 10b5-1 Plans.

(21) Subsidiaries .

7 unchanged sentences

(97.1) MillerKnoll, Inc.

Compensation Recovery Policy

Compensation Recovery Policy is incorporated by reference to Exhibit 97.1 of the Registrant's Form 10-K Report filed July 26, 2023 (Commission File No.

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

18 unchanged sentences

Valuation allowance for deferred tax asset 12.7 2.6 — 0.1 15.4

Year ended May 28, 2022:

Year ended June 3, 2023:

Accounts receivable allowances — uncollectible accounts (1)

29 unchanged sentences

(Chairman of the Board) Lisa Kro

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.

(President, Chief Executive Officer, and Director)

/s/ Michael C.

Smith /s/ Michael R.

(Director) Michael R.

/s/ Jeffrey M.

/s/ Douglas D.

French /s/ John R.

(Director) John R.

Manheimer /s/ Candace S.

(Director) Candace S.

/s/ Andrea R.

Owen /s/ Michael C.

(President, Chief Executive Officer, and Director) Michael C.

/s/ Michael R.

Smith /s/ Jeffrey M.

(Director) 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