MILLERKNOLL, INC.
For the period ended May 31, 2025. Filed Aug 29, 2025.
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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.
May 31, 2025 · Filed Aug 29, 2025
Contents
Proxy Statement Summary
Table of Contents
PROXY STATEMENT SUMMARY
This section highlights certain important information presented in this Proxy Statement and is intended to assist you in evaluating the matters to be voted on at our Annual Shareholder Meeting to be held on Monday, October 13, 2025. We encourage you to read this Proxy Statement in its entirety before you cast your vote. For more information regarding MillerKnoll’s fiscal 2025 performance, please review our Annual Report on Form 10-K for the fiscal year ended May 31, 2025.
Proposals and Voting Recommendations
| PROPOSAL 1 | ELECTION OF DIRECTORS | P The Board of Directors recommends a vote“FOR” the election of each of the nominees to serve as directors. | ||
|---|---|---|---|---|
| The Board of Directors of the Company has nominated the following three directors, previously elected by our shareholders for re-election to the Board: Lisa A. Kro, John T. Maeda, and Michael C. Smith. The Board approved each of the nominees following the recommendation of our Governance and Corporate Responsibility Committee. | ||||
| For details, see page 4. | ||||
| PROPOSAL 2 | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | PThe Board of Directors recommends a vote “FOR” the advisory vote to approve the Company’s Named Executive Officer compensation. | ||
| Our shareholders have the opportunity to participate in an advisory vote on the compensation of the executive officers named in this Proxy Statement (our “Named Executive Officers” or “NEOs”) on an advisory and annual basis (the “say-on-pay” proposal). | ||||
| For details, see page 19. | ||||
| PROPOSAL 3 | RATIFICATION OF AUDIT COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |||
| PThe Board of Directors recommends a vote “FOR” this proposal to ratify the appointment of KPMG LLP as our Company's Independent registered accounting firm for 2026. | ||||
| Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 30, 2026. Representatives of KPMG LLP will participate in the Annual Meeting of Shareholders and will be available to respond to appropriate questions. Shareholders may submit questions online at www.virtualshareholdermeeting.com/MLKN2025. The KPMG LLP representatives will have the opportunity to make a statement if they desire. | ||||
| For details, see page 48. | ||||
| PROPOSAL 4 | APPROVE THE MILLERKNOLL, INC. 2025 LONG-TERM INCENTIVE PLAN | PThe Board of Directors recommends a vote “FOR” the approval of the MillerKnoll, Inc. 2025 Long-Term Incentive Plan. | ||
| The Board has adopted, subject to shareholder approval, the MillerKnoll, Inc. 2025 Long-Term Incentive Plan (the “Plan”). The Plan is an amendment and restatement of our existing MillerKnoll, Inc. 2023 Long-Term Incentive Plan approved by our shareholders in 2023. | ||||
2025 Proxy Statement 3
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.