MILLERKNOLL INC

For the period ended Jun 1, 2024. Filed Aug 30, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 1, 2024 · Filed Aug 30, 2024

MLKN$21.49-2.3%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐	Preliminary Proxy Statement
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☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

MillerKnoll, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

“Conversations aboutthe modern workplace are shifting to focus on creating spaces that promote wellbeing and connection.”
To ourshareholders:MillerKnoll wrapped up fiscal year 2024 with a strong finish. Anticipating demand improvement toward the end of the year, we took action to navigate the environment and drive meaningful profitability improvement. We leveraged our global operations network and diversified channels, invested in innovative solutions for customers, strengthened our product offerings and enhanced our physical and digital experiences. While our retail business and the industry continue to navigate tough conditions in the short-term, we are focused on long-term growth. We are optimistic entering the new year with momentum and positive levels of activity across our business.Growing GloballyWith our collective of brands, we believe there is substantial opportunity togrow internationally. The strength of our dealer network plays a crucial role in our International Contract strategy. This year, we accelerated our international MillerKnoll dealer network, adding 29 dealers in 13 new cities and 3 new countries. Through our dealers’	showrooms we are expanding our presence in high-performing regions, and throughout the year dealers opened new MillerKnoll showrooms in India, Singapore, and Indonesia. We also added sales leadership and resources in these regions to better connect our international dealers with MillerKnoll. These strategies are yielding positive results andcustomer engagement.We have been acting on aggressive plans to bring Knoll to new markets throughout Europe. Our network around the globe is ready to deliver designs for these regions as demand continues to grow.Designing with ImpactConversations about the modern workplace are shifting to focus on creating spaces that promote wellbeing and connection. As a leader in transforming modern design, we have an opportunity to shape the dialogue on the modern office through our “Design with Impact” program, aimed at redefining the workplace and bringing design into its next chapter. Launched this year, our approach addresses employees’ need for community and connection, focuses on improving wellbeing, and helps organizations	navigate and design for change. These efforts have improved our product offerings and deepened engagement with clients, allowing us to deliver solutions that extend past theoretical return-to-office ideas and meet the unique needs companiesface today.Innovating CustomerExperiencesOur showrooms and storefronts are a key destination for our customers as they explore our collective of design brands. We have enhanced our physical locations and digital experiences.Based on feedback from our design partners and dealers, we know that in cities where we have multiple showrooms for separate brands, they often chose to visit only one location for convenience. During the year, we began the process of co-locating brand showrooms to create a more powerful customer experience.

— Herman Miller organized a 100th anniversary exhibition tour starting in Milan and concluding at Fulton Market Design Days, offering limited-edition prints of the John Massey-designed Eames Soft Pad Group poster, and releasing a special edition of the monograph “Herman Miller: A Way of Living.”— Knoll introduced a special series of Saarinen Tables in exclusive natural stones at its showroom in Paris, to honor the brand’s 85th anniversary. Additionally, Knoll recognized the 75th anniversary of the iconic womb chair and debuted a refreshed design for Knoll overall.— Holly Hunt celebrated its 40th anniversary with a special edition HH40 collection that included fresh design concepts with a nod to itsrich history.We also launched more than 40 new products or enhancements across the collective this year, including the Herman Miller Gaming and G2 Esports limited-edition Embody Chair, the NaughtOne Pippin flexible lounge chair and Morse Table System, Florence Knoll’s reintroduced Model 31 and 33 seating, Herman Miller’s Fuld Nesting Chair, Muuto’s Fine Suspension Lamp, and the HAY Type Chair.
For example, we opened a new MillerKnoll contract showroom in Dallas bringing the Herman Miller and Knoll brands together. In San Francisco, we consolidated our showroom space creating one beautiful location with dedicated space for Herman Miller, Knoll, and Geiger DatesWeiser. In New York we’re expanding our 251 Park Avenue South showroom with dedicated space for Herman Miller, Knoll, Geiger, DatesWeiser, Muuto, and others. Spaces like this, which integrate our portfolio of solutions under one roof, will continue to strengthen our position within the contract furniture industry.We also continued to optimize our retail presence, prioritizing customer experience and operational efficiency. Strategic decisions, such as converting HAY stores to Design Within Reach (DWR) locations and offering HAY and Muuto through DWR e-commerce sites streamlined operations while offering customers a way to experience more brands in one place. Adding tools such as design configurators, which allow customers to create renderings of their home space and strengthening the trade offerings pages on our site which allow designers to place orders at any time, allowed us to strengthen our e-commerce business. In addition, we debuted a new DWR format in San Francisco with rotating galleries and interactive exhibits, and Muuto opened its flagship store in Tokyo, further strengthening our presence in Asia. We’ll apply learnings from these physical experiences to future stores.Our retail teams also focused on enhancing and expanding our product assortment. To capture more sales and productivity with less foot traffic, we densified our store space to show more of	our collections. Expanded design services and tools allowed us to work more closely with clients to improve their experience, deepen relationships, and generatelarger orders.Despite lingering macroeconomic challenges facing our industry at-large, our strategic approach to optimizing our retail engine and enriching our customers’ experience has put us in a strong position to seize pent-up retail demand, particularly as conditions in the housing market indicate a shift in the right direction.Focusing on HighImpact VerticalsWe are constantly seeking new opportunities to direct our expertise and industry experience towards spaces beyond the home and office, including high-impact verticals such as healthcare and education. Our scale, agile manufacturing capabilities, distribution network, and design leadership make us uniquely competitive in capturing these high impact verticals as well as the market resilient sectors, such as financial services and legal. We remain focused on these bright spots, as we forge new client relationships and deepen our presence in designing spaces beyond thetraditional workspace.Building on our Design DNAOur company has spent over a century defining the design industry. This year marked several significant anniversaries.	“Our scale, agile manufacturing capabilities, distribution network, and design leadership, make us uniquely competitive in capturing these market resilient sectors.”

MillerKnoll brands earned a number of design awards including the Fast Company Innovation by Design award for the Knoll Newson Task Chair and Interior Design’s Best of Year Award in the Contract Task Seating category for the Herman Miller Asari Chair.Creating a Better WorldIn 2023, we launched the first Better World Report as MillerKnoll highlighting our collective progress toward protecting the planet and fostering an inclusive work environment for our associates. We’ve made progress toward our sustainability initiatives through enhancements in renewable energy, reducing the single-use plastics in both our packaging and production, and increasing recycled content in products.
“We’ve made progress toward our sustainability initiativesthrough enhancements inrenewable energy, reducing the single-use plastics in both our packaging and production, and increasing recycled content in products.”		Our focus on sustainability and innovation is reflected in the new products launched and awards we received. Notably, the NaughtOne Pippin Chair has been recognized for its sustainability achievements, exemplifying our focus on sustainability in the design of products.Our efforts have also been acknowledged by prestigious organizations such as EcoVadis and SEAL Awards, highlighting our leadership in sustainability and corporate responsibility.Internally, we continue to focus on employee engagement initiatives which build a supportive work environment and promote our teams’ wellbeing. Our global team is an asset and the Business Resource Groups (BRGs), led by associates, remind us that our differences encourage vibrancy, innovation, andbetter solutions. BRGs are voluntary and open to all employees interested in fostering an inclusive workplace, whilealso aligning with our Company’s missionand objectives.Our annual company-wide Day of Purpose provides our employees a day away from the office to contribute to their communities and ensures U.S. team members can participate in regional elections.In November, associates organized	nearly 250 global Day of Purpose events. We reaffirmed that when we come together as one MillerKnoll collective, we are better together and can achieve more.In conclusion, this year has been one of significant achievements and evolution, all designed to strengthen our position in the market. MillerKnoll’s commitment to design excellence and international expansion will drive growth and success. We’re confident in the strength of our business, even as demand pressures linger. We’ve navigated the economic environment to meet rebounding demand and are optimistic about the future as conditions become even more favorable. As we move forward, we are grateful for your continued support and confidence in MillerKnoll.
	Andi R. OwenPresident and Chief Executive Officer

BOARD OF DIRECTORS 1

Michael A. VolkemaChairman since 2000 and Director since 1995	John MaedaDirector since 2024
Tina Edekar EdmundsonDirector since 2024	Heidi J. ManheimerDirector since 2014
Douglas D. FrenchDirector since 2002	Candace S. MatthewsDirector since 2020
Jeanne K. GangDirector since 2024	Andi R. OwenPresident and CEO, and Director since 2018
John R. Hoke IIIDirector since 2005	Michael C. SmithDirector since 2019
Lisa A. KroDirector since 2012	Michael R. SmithDirector since 2021

BOARD COMMITTEES 2

Audit	Compensation	Governance and Corporate Responsibility
Lisa A. Kro (Chair)	Michael C. Smith (Chair)	John R. Hoke III (Chair)
Douglas D. French	Douglas D. French	Heidi J. Manheimer
Michael R. Smith	Heidi J. Manheimer	Candace S. Matthews
	Candace S. Matthews	Michael R. Smith

EXECUTIVE OFFICERS

Andi R. OwenPresident and Chief Executive OfficerElected as an executive officer in 2018	Jeffrey M. StutzChief Financial OfficerElected as an executive officer in 2009
Christopher M. BaldwinGroup President, MillerKnollElected as an executive officer in 2021	Megan C. LyonChief Strategy and Technology OfficerElected as an executive officer in 2019
John P. MichaelPresident, Americas ContractElected as an executive officer in 2020	Debbie F. PropstPresident, Global RetailElected as an executive officer in 2020
Jacqueline H. RiceGeneral Counsel and Corporate SecretaryElected as an executive officer in 2019	B. Ben WatsonChief Creative and Product OfficerElected as an executive officer in 2010

1 As of Proxy Record Date, August 16, 2024.

2 Andi R. Owen is an ex officio member of all committees. Ad hoc committees may be commissioned from time to time. Directors appointed to Board in 2024 will be appointed to Committees at the October 2024 meeting.

MillerKnoll

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

October 14, 2024

10:30 am Eastern Daylight Time (“EDT”)

MillerKnoll, Inc. will hold a virtual annual shareholders meeting atwww.virtualshareholdermeeting.com/MLKN2024

Items of Business

MillerKnoll, Inc. (“we,” “us,” “our,” the “Company,” or “MillerKnoll”) will ask shareholders to vote on the proposals listed in the table below and consider any other matters as may properly come before the meeting or any adjournment or postponement thereof:

Proposal	Board Recommendation
1.Elect six directors, one for a term of one year, one for a term of two years, and four for a term of three years;	FOR
2.Approve, on an advisory basis, the Company’s Named Executive Officer compensation; and	FOR
3.Ratify the Audit Committee’s selection of KPMG LLP as MillerKnoll, Inc.’s independent registered public accounting firm for fiscal 2025.	FOR

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON OCTOBER 14, 2024:Our Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

How to Vote

Shareholders of record at the close of business on August 16, 2024 (the “Record Date”), will be eligible to vote at this year’s Annual Meeting. Voting in advance of the Annual Meeting is encouraged, even if you plan to attend. Shareholders can vote shares by any of the following methods:

INTERNETVisit www.proxyvote.com until 11:59 pm ETon October 13, 2024(1)	TELEPHONECall 1 800 690 6903 until 11:59 pm ETon October 13, 2024(1)	MAILMark, sign, date, and mail proxy card. Must be receivedby October 11, 2024	ONLINE AT THE MEETINGShareholders of record may vote during themeeting as indicated below

(1) For shares held directly, vote by October 13, 2024. For shares held in a plan, such as the MillerKnoll Retirement Plan, vote by October 9, 2024, 10:00 am ET.

As a shareholder, you are cordially invited to attend the virtual meeting on Monday, October 14, 2024, beginning promptly at 10:30 am EDT. Fifteen minutes prior to start time, you should log on atwww.virtualshareholdermeeting.com/MLKN2024 to complete online check-in procedures. You will be required to enter your 16-digit control number included in your Notice of Internet Availability of the Proxy Materials (the “Notice of Internet Availability”), on your proxy card, or on the instructions that accompanied your proxy materials. During the virtual meeting, you will be able to listen, vote shares electronically, and submit questions. There will be no physical location for shareholders to attend.

By Order of the Board of Directors of MillerKnoll, Inc.

Jacqueline H. Rice

General Counsel and Corporate Secretary

August 30, 2024

2024 Proxy Statement i

TABLE OF CONTENTS

CEO Letter to Shareholders
	Notice of Annual Meeting of Shareholders	i
	Business Overview and Strategy	1
	Financial Highlights From Fiscal 2024	2
	Proxy Statement Summary	3
Corporate Governance
P	PROPOSAL 1 - ELECTION OF DIRECTORS	4
	Our Nominees and Directors	5
	Nominees for Election Whose Terms to Expire in 2027	5
	Nominees for Election Whose Terms to Expire in 2025	7
	Nominees for Election Whose Terms to Expire in 2026	7
	Directors Whose Terms Expire in 2025	8
	Directors Whose Terms Expire in 2026	9
	Directors Nominations by Shareholders	10
	Corporate Governance and Board Matters	11
	Board Governance Guidelines	11
	Leadership Structure	11
	Director Independence	11
	Board Tenure	11
	Board Diversity	12
	The Board’s Role in Risk Oversight	12
	Code of Business Conduct and Ethics	13
	Insider Trading Policy	13
	Meeting Attendance	13
	Communications with the Board	13
	Director Nominations	13
	Non-Employee Director Compensation	14
	Board Committees	17
Executive Compensation
P	PROPOSAL 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	18
	Compensation Discussion and Analysis	19
	Executive Summary	19
	Executive Officers Covered by this CD&A	20
	Key Governance and Compensation Best Practices	20
	Compensation Philosophy and Executive Compensation Program Overview	21
	Role of Market Data and Compensation Peer Group	22
	Roles and Responsibilities in Setting Executive Officer Compensation	23
	Fiscal 2024 Compensation Program	24

Audit Matters
	Compensation Program Changes for Fiscal 2025	27
	Associate Benefit Plans	27
	Other Executive Plans and Perquisites	27
	Stock Ownership Guidelines and Stock Retention Requirements	28
	Anti-Hedging and Anti-Pledging Policy	28
	Severance Policy and Change in Control Agreements	28
	Deductibility of Compensation	29
	Compensation Committee Report	30
	Compensation Tables	31
	Summary Compensation Table	31
	Grants of Plan-Based Awards	33
	Outstanding Equity Awards at Fiscal Year-End	35
	Option Exercises and Stock Vested	37
	Nonqualified Deferred Compensation	37
	Potential Payments Upon Termination, Death, Disability, Retirement, or Change in Control	38
	CEO Pay Ratio	41
	Pay Versus Performance	42
	Equity Compensation Plan Information	46
P	PROPOSAL 3 - RATIFICATION OF AUDIT COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	47
	Report of the Audit Committee	48
Other Corporate Governance
	Certain Relationships and Related Party Transactions	49
	Delinquent Section 16(A) Reports	49
General Information
	Security Ownership	50
	Information About The Annual Meeting and Voting	52
	Shareholder Proposals for the 2025 Annual Meeting	56
	Other Matters	57
Appendix
	Appendix A: Reconciliation of Non-GAAP Financial Measures	58

MillerKnoll

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.