MILLERKNOLL, INC.
For the period ended May 31, 2025. Filed Aug 29, 2025.
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May 31, 2025 · Filed Aug 29, 2025
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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 |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | 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):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| To ourshareholders:MillerKnoll delivered a strong finish to fiscal year 2025. In a year marked by uncertainty, we leveraged the power of our collective, diversified business model, and global operations network to navigate the environment and deliver year-over-year sales growth. We brought innovative and more sustainable products to market, enhanced our global footprint, and strengthened our presence in key design markets with new flagship locations that demonstrate the range of our industry-leading portfolio. We also grew our product offerings in resilient sectors, such as healthcare, and expanded our retail presence in key markets.Delivering Innovative ExperiencesOur contract showrooms continue to serve as critical points of conversion, connecting customers directly with our brands, products, and sales teams. Over the past year, we reimagined several of these spaces to deliver a more cohesive and inspiring experience. | Leveraging insights from our dealer network and design partners, we opened flagship locations in Chicago, London, and New York that blend contract showrooms with retail experiences across our collective. These integrated showrooms elevate customer engagement and showcase the breadth of our portfolio across home, work, and beyond. Most recently, in June, we unveiled our newest design center in Chicago’s vibrant Fulton Market district during Design Days, a marquee event in contract furniture. We welcomed customers, dealers, partners, and design enthusiasts to explore our broad portfolio, including thirty new products, and to experience how we deliver real-world solutions through intentional, human-centered design. The response to our new space was overwhelmingly positive, driving an eleven percent increase in booked appointments compared to last year. MillerKnoll London, our first flagship outside the U.S., has been a success since it opened last fall. In May, we welcomed more than 4,000 customers, | A&D partners, dealers, and commercial real estate professionals during Clerkenwell Design Week, a premier event for contemporary furniture and interior design. With the addition of a NaughtOne showroom nearby, we are offering an enhanced experience for customers, dealers, and the design community across the U.K. and Europe. As a result, we have seen increased sales and order volume in these regions. With rising customer visits and deeper engagement across these new locations, we are well positioned to capitalize on our product and brand leadership as market conditions improve.Beyond our showrooms, we are offering a new way to engage with our brands through the MillerKnoll Archives, which opened in June at our Design Yard location in Michigan. This state-of-the-art facility invites customers, dealers, and design partners to explore more than a century of design leadership and see firsthand how we helped shape the modern workspace and home. |
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| Fueling the Contract Market with Innovation As organizations elevate the workplace experience to attract and retain talent, we advanced our product innovation strategy to meet evolving needs, guided by proprietary research showing that meaningful interactions are key drivers for returning to the office. In response, we introduced Knoll Dividends Skyline, which enhances adaptability and performancein open-plan settings, designed to bring more flexibility and performance to work environments. We also made significant strides in growing our presence within resilient verticals such as healthcare and higher education, sectors that align with our expertise and offer long-term growth potential beyond the home and office. Herman Miller launched the Gemma Collection, a new line of modular seating designed for healthcare environments, marking a major step in bringing our design leadership and ergonomic innovation into spaces focused on care. Additionally, we introduced a new, dedicated space showcasing healthcare solutions in MillerKnoll Fulton Market, giving customers and partners a firsthand look at how healthcare products such as Gemma can transform clinical and administrative settings.In higher education, Muuto and HAY offer a broad range of ancillary solutions that help colleges and universities create inviting lounges, meeting spaces, and dining areas to support growing student populations. We are also unlocking new potential with Herman Miller Gaming. Recently, we partnered with a university to design a state-of-the-art esports arena. | Driving Growth Through Retail Expansion Similar to our showrooms, our retail studios are essential brand touchpoints and a strategic area of investment. Throughout the year, we continued to execute on our retail strategy, enhancing the customer experience, increasing operational efficiency, and broadening our reach. During fiscal 2025, we opened four new stores, including DWR studios in Palm Springs, California, timed with Modernism Week, and Paramus, New Jersey, as well as Herman Miller stores in Fairfax, Virginia and Coral Gables, Florida. We expanded our retail product assortment significantly, with new launches increasing 50% compared to the prior year. We will continue to build upon our product assortment, increase our eCommerce penetration and expand our brand awareness through targeted marketing investments designed to introduce our brand to new customers. In fiscal 2026, we plan to open an additional 10 to 15 new stores across the U.S., advancing our goal to more than double the footprint of our DWR and Herman Miller stores in North America over the next several years. At the same time, we are expanding the depth and breadth of our product assortment. Our disciplined retail execution and customer-centric strategy position us to capture emerging retail demand, particularly as housing market conditions improve. | Designing a Better World Our strength comes from our talented team, and we are proud of the robust employee tenure at MillerKnoll. Through our Watercarrier program, we recognized nearly 1,000 employees with 20 or more years of service this year, celebrating their enduring contributions across our global teams. Our purpose—design for the good of humankind—inspires us to use the power of design to improve people’s lives. We published our 2024 Better World Report to track and share performance behind the programs that support our people, planet, and community. Thanks to the thoughtful work of the MillerKnoll Foundation, we were recognized as one of the most community-minded companies in the U.S. through The Civic 50 by Points of Light, the world’s largest organization dedicated to volunteerism. This recognition reflects the impact of initiatives such as our company-wide Day of Purpose, which gives employees time to serve their communities and vote. In 2025, that commitment inspired nearly 400 volunteer events around the world, underscoring the power of our people and the strength of our shared purpose. This year marked meaningful progress and transformation, all aimed at reinforcing our diversified businesses and setting the stage for future growth. Our continued focus on design excellence and global expansion will be key drivers of long-term success. While demand pressures persist, the strength of our business and our ability to adapt have positioned us well for the road ahead. We are optimistic about the future and thank you for your ongoing support. |
|---|---|---|
| Andi R. OwenPresident and Chief Executive Officer | ||
BOARD OF DIRECTORS 1
| Michael A. VolkemaChair since 2000 and Director since 1995 | John T. MaedaDirector since 2024 |
|---|---|
| Tina Edekar EdmundsonDirector since 2024 | Heidi J. ManheimerDirector since 2014 |
| Douglas D. FrenchDirector since 2002 | Andi R. OwenPresident and CEO, and Director since 2018 |
| Jeanne K. GangDirector since 2024 | Michael C. SmithDirector since 2019 |
| John R. Hoke IIIDirector since 2005 | 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) |
| John T. Maeda | Tina Edekar Edmundson | Jeanne K. Gang |
| Heidi J. Manheimer | Douglas D. French | Michael R. Smith |
| 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, North America ContractElected as an executive officer in 2020 | Debbie F. PropstPresident, Global RetailElected as an executive officer in 2020 |
| Jacqueline H. RiceChief Legal Officer 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 15, 2025.
2 Ad hoc committees may be commissioned from time to time.
MillerKnoll
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 13, 2025
10:30 am Eastern Daylight Time (“EDT”)
MillerKnoll, Inc. will hold a virtual annual shareholders meeting atwww.virtualshareholdermeeting.com/MLKN2025
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 three directors each for a term of three years | FOR |
| 2.Approve, on an advisory basis, the Company’s Named Executive Officer compensation | FOR |
| 3.Ratify the Audit Committee’s selection of KPMG LLP as MillerKnoll, Inc.’s independent registered public accounting firm for fiscal 2026 | FOR |
| 4.To approve the MillerKnoll, Inc. 2025 Long-Term Incentive Plan | FOR |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON OCTOBER 13, 2025: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 15, 2025 (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. If you hold shares through a brokerage firm, bank, or other nominee, follow the voting instructions they provide. If you hold shares directly, you can vote by any of the following methods:
| INTERNETVisit www.proxyvote.com until 11:59 pm ETon October 12, 2025(1) | TELEPHONECall 1 800 690 6903 until 11:59 pm ETon October 12, 2025(1) | MAILMark, sign, date, and mail proxy card. Must be receivedby October 8, 2025 | ONLINE AT THE MEETINGShareholders of record may vote during themeeting as indicated below |
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(1) For shares held directly, vote by 11:59 P.M. Eastern Time on October 12, 2025. For shares held in a plan, such as the MillerKnoll Retirement Plan, vote by 11:59 P.M. Eastern Time on October 8, 2025.
As a shareholder, you are cordially invited to attend the virtual meeting on Monday, October 13, 2025, beginning promptly at 10:30 am EDT. Fifteen minutes prior to start time, you should log on atwww.virtualshareholdermeeting.com/MLKN2025 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
Chief Legal Officer and Corporate Secretary
August 29, 2025
2025 Proxy Statement i
TABLE OF CONTENTS
| CEO Letter to Shareholders | ||
|---|---|---|
| Notice of Annual Meeting of Shareholders | i | |
| Business Overview | 1 | |
| Financial Highlights From Fiscal 2025 | 2 | |
| Proxy Statement Summary | 3 | |
| Corporate Governance | ||
| P | PROPOSAL 1 - ELECTION OF DIRECTORS | 4 |
| Our Nominees and Directors | 6 | |
| Nominees for Election Whose Terms Expire in 2028 | 6 | |
| Directors Whose Terms Expire in 2026 | 8 | |
| Directors Whose Terms Expire in 2027 | 9 | |
| Directors Nominations by Shareholders | 11 | |
| Corporate Governance and Board Matters | 12 | |
| Board Governance Guidelines | 12 | |
| Leadership Structure | 12 | |
| Director Independence | 12 | |
| Board Tenure | 12 | |
| Board’s Role in Risk Oversight | 13 | |
| Code of Business Conduct and Ethics | 14 | |
| Insider Trading Policy | 14 | |
| Meeting Attendance | 14 | |
| Communications with the Board | 14 | |
| Director Nominations | 14 | |
| Non-Employee Director Compensation | 15 | |
| Board Committees | 18 | |
| Executive Compensation | ||
| P | PROPOSAL 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 19 |
| Compensation Discussion and Analysis | 20 | |
| Executive Summary | 20 | |
| Executive Officers Covered by this CD&A | 20 | |
| Key Governance and Compensation Best Practices | 21 | |
| Compensation Philosophy and Executive Compensation Program Overview | 22 | |
| Role of Market Data and Compensation Peer Group | 23 | |
| Roles and Responsibilities in Setting Executive Officer Compensation | 24 | |
| Fiscal 2025 Compensation Program | 25 | |
| Compensation Program Changes for Fiscal 2026 | 28 | |
| Associate Benefit Plans | 28 | |
| Other Executive Plans and Perquisites | 28 | |
| Stock Ownership Guidelines and Stock Retention Requirements | 30 | |
| Anti-Hedging and Anti-Pledging Policy | 30 | |
| Severance Policy and Change in Control Agreements | 30 | |
| Deductibility of Compensation | 31 | |
| Compensation Committee Report | 32 | |
| Compensation Tables | 33 | |
| Summary Compensation Table | 33 | |
| Grants of Plan-Based Awards | 34 | |
| 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 | 47 | |
| Audit Matters | ||
|---|---|---|
| P | PROPOSAL 3 - RATIFICATION OF AUDIT COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 48 |
| Report of the Audit Committee | 49 | |
| Other Corporate Governance | ||
| P | PROPOSAL 4 - APPROVE THE MILLERKNOLL, INC. 2025 LONG-TERM INCENTIVE PLAN | 50 |
| Certain Relationships and Related Party Transactions | 55 | |
| Delinquent Section 16(A) Reports | 55 | |
| General Information | ||
| Security Ownership | 56 | |
| Information About the Annual Meeting and Voting | 58 | |
| Shareholder Proposals for the 2026 Annual Meeting | 62 | |
| Other Matters | 63 | |
| Appendices | ||
| Appendix A: Reconciliation of Non-GAAP Financial Measures | 64 | |
| Appendix B: MillerKnoll, Inc. 2025 Long-Term Incentive Plan | 67 | |
MillerKnoll
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.