| (a) · The following documents are filed as a part of this report: |
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| 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: |
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| Consolidated Statements of Comprehensive Income | 47 | |
| Consolidated Balance Sheets | 48 | |
| Consolidated Statements of Stockholders' Equity | 49 | |
| Consolidated Statements of Cash Flows | 50 | |
| 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 | |
| Schedule II- | Valuation and Qualifying Accounts | 104 |
| 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. |
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| 3. | Exhibits | |
| Refer to the Exhibit Index which is included below. |
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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. 2024 Amended and Restated Annual Incentive Cash Bonus Plan.(1) |
| (10.5) | MillerKnoll, Inc. 2023 Long-Term Incentive Plan (as conformed through First Amendment adopted July 16, 2024).(1) |
| (10.6) | MillerKnoll, Inc. 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. 001-15141). (1) |
| (10.7) | MillerKnoll, Inc. 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. 001-15141). (1) |
| (10.8) | MillerKnoll, Inc. 2020 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 October 11, 2023 (Commission File No. 001-15141).(1) |
| (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. 001-15141).(1) |
| (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. 001-15141).(1) |
| (10.11) | 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) |
| (10.12) | 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) |
| (10.13) | 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 is incorporated by reference to Exhibit 10.16 of the Registrant's Form 10-K Report filed July 26, 2023 (Commission File No. 001-15141).(1) |
| (10.16) | Form of Management Continuity Agreement of the Registrant.(1) |
| (10.17) | 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) |
| (10.18) | 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, 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) |
| (10.19) | 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) |
| (19) | MillerKnoll, Inc. Preventing Unlawful Insider Trading: Disclosure and Trading Guidelines, including Supplement to Insider Trading Policy - Use of 10b5-1 Plans. |
| (23) | Consent of Independent Registered Public Accounting Firm. |
| (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 is incorporated by reference to Exhibit 97.1 of the Registrant's Form 10-K Report filed July 26, 2023 (Commission File No. 001-15141). |
| 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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| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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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.
Schedule II - Valuation and Qualifying Accounts
(In millions)
| Column A · Column B · Column C · Column D · Column E |
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| Description | Balance at beginning of period | Charges to expenses or net sales | Charges to other accounts (4) | Deductions (3) | Balance at end of period |
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| Year ended June 1, 2024: |
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| Accounts receivable allowances — uncollectible accounts(1) | $6.1 | $1.1 | $— | $(0.1) | $7.1 |
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| Accounts receivable allowances — credit memo(2) | 0.3 | — | — | — | 0.3 |
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| Valuation allowance for deferred tax asset | 12.7 | 2.6 | — | 0.1 | 15.4 |
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| Year ended June 3, 2023: |
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| Accounts receivable allowances — uncollectible accounts(1) | $8.6 | $0.5 | $— | $(3.0) | $6.1 |
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| Accounts receivable allowances — credit memo(2) | 1.1 | (0.8) | — | — | 0.3 |
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| Valuation allowance for deferred tax asset | 11.7 | 1.3 | — | (0.3) | 12.7 |
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| Year ended May 28, 2022: |
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| Accounts receivable allowances — uncollectible accounts(1) | $4.8 | $1.3 | $4.7 | $(2.2) | $8.6 |
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| Accounts receivable allowances — credit memo(2) | 0.7 | 0.4 | — | — | 1.1 |
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| Allowance for possible losses on notes receivable | — | — | — | — | — |
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| Valuation allowance for deferred tax asset | 8.9 | 0.4 | — | 2.4 | 11.7 |
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(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.
