MILLERKNOLL, INC.
For the period ended May 30, 2026. Filed Aug 28, 2026.
View on SEC.govAbout this filing
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 30, 2026 · Filed Aug 28, 2026
Contents
Cover page
Show cover page
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 our shareholders:During fiscal year 2026 our teams navigated a dynamic and evolving environment. We remained focused on advancing our strategy, strengthening our global presence, and continuing to connect our collective of brands to customers in meaningful ways.Across our organization, we demonstrated the power of our diversified model and the resilience of our teams, delivering progress while investing in long-term growth. Strengthening Our Global FoundationWe continued to invest in our global showroom network—an essential driver of customer engagement and conversion. From the expansion of our Chicago flagship to updates in key markets including New York, Monterrey, São Paulo, and Shanghai, we enhanced how customers experience the breadth of our portfolio. These spaces bring together our brands, our expertise, and our point of view on the future of design—deepening relationships with clients, dealers, and the design community. | This work builds on our broader global strategy. MillerKnoll operates across more than 100 countries, supported by a robust dealer network and international footprint that allows us to serve customers at scale. In retail, we continued to expand our reach and bring our brands closer to customers. We opened 15 new DWR and Herman Miller locations across priority U.S. markets this year, reflecting our ongoing commitment to growing this channel and introducing modern design to new audiences. Going forward, we will continue to expand our retail store footprint across North America and deepen our product assortment but also take what we have learned along the way to refine our approach and focus on operational discipline. Across both contract and retail, we are creating a more connected ecosystem—one that allows customers to experience our brands across work and home, and one that reinforces the strength of our collective.Advancing Design Across the CollectiveInnovation remains central to our strategy. Over the past year, we introduced new products and collections that extend our leadership in design and performance. | From healthcare solutions to new workplace and residential offerings, our pipeline reflects both the depth of our portfolio and our ability to respond to evolving customer needs.This work includes the introduction of Knoll Dividends Skyline, which builds on the legacy of a foundational workplace system to support more flexible and dynamic environments, as well as the remastered Herman Miller Aeron chair, featuring new colors and sustainability advancements. The Aeron chair debuted at Design Days alongside 42 other new product lines and extensions from across the collective.We also launched our exhibitions program as a platform for cultural dialogue and design exploration. New openings such as High-Touch and Walking Sticks highlighted perspectives on craftsmanship, materiality, and the role of design in shaping human experience."Across our organization, we demonstrated the power of our diversified model and the resilience of our teams, delivering progress while investing in long-term growth." |
|---|
| We also extended this presence globally through our sponsorship of the Lella and Massimo Vignelli retrospective at the Triennale Milano, further connecting MillerKnoll to leading conversations in contemporary design and architecture.MillerKnoll’s purpose to design for the good of humankind continues to guide this work. Design is not only what we create, but also how we solve problems, shape environments, and improve experiences across the spaces where people live, work, and gather. Designing a Better WorldOur commitment to sustainability remains a defining element of who we are and how we operate. This year, we continued to advance our Better World efforts—embedding sustainability across our products, operations, and supply chain. We achieved meaningful milestones, including operating our global manufacturing facilities on renewable energy and expanding circular initiatives that keep materials in use and out of landfills.We continue to be recognized externally. We were named a USA Today Climate Leader, earned a Gold rating from EcoVadis, and were recognized by Fast Company as one of the Best Workplaces for Innovators, affirming the connection between sustainability, innovation, and the strength of our culture. | The Power of Our PeopleNone of our progress would be possible without our people. Across MillerKnoll, our teams bring creativity, expertise, and accountability to their work every day. Their commitment drives our ability to innovate, execute, and deliver forour customersIn 2026, MillerKnoll was named to Fortune’s World’s Most Admired Companies list and included among TIME’s America’s Best Companies, further underscoring the impact of our people and the strength of our collective.Through initiatives like our Day of Purpose and ongoing philanthropic efforts, our teams continue to support the communities where we live and work, reinforcing our values in action. Executing with DisciplineThe MillerKnoll Performance System, in its 30th year, continues to strengthen our operational capabilities, enabling efficiency, quality, and scalability across our global footprint.Our diversified model, spanning contract, retail, and international markets, allows us to adapt to changing conditions and capture opportunities across regions and customer segments. While the macroeconomic environment continues to present challenges, we are encouraged by areas of resilience—including demand in sectors such as healthcare and education, as well as continued engagement across our retail platforms. | "Design is not only what we create, but also how we solve problems, shape environments, and improve experiences across the spaces where people live, work, and gather."Looking ahead, we are focusing on further improving operating discipline, optimizing our cost structure across our business segment, and strengthening our balance sheet by reducing debt and improving cash flow.FY27 also marks an important milestone. It has been five years since the formation of MillerKnoll. Two iconic organizations have come together as a global collective of brands with a shared purpose and a stronger, more diversified foundation.I’m honored to have stepped into the role of Interim Chief Executive Officer at this important moment for the company. Having spent more than two decades with MillerKnoll and Herman Miller, I’ve had the opportunity to work across our business and alongside the teams who drive our performance every day. We have a differentiated portfolio of brands and a talented global team. I look forward to our next chapter.Thank you for your continued support and investment in MillerKnoll. | |
|---|---|---|---|
| Jeff StutzInterim Chief Executive Officer | |||
BOARD OF DIRECTORS
| John R. Hoke IIIChair since 2025 and Director since 2005 | John T. MaedaDirector since 2024 |
|---|---|
| Tina Edekar EdmundsonDirector since 2024 | Heidi J. ManheimerDirector since 2014 |
| Douglas D. FrenchDirector since 2002 | Michael C. SmithDirector since 2019 |
| Jeanne K. GangDirector since 2024 | Michael R. SmithDirector since 2021 |
| Lisa A. KroDirector since 2012 | Claire F. SpoffordDirector since 2026 |
BOARD COMMITTEE MEMBERSHIP
| Audit | Compensation | Governance and Corporate Responsibility |
|---|---|---|
| Lisa A. Kro (Chair) | Michael C. Smith (Chair) | Heidi J. Manheimer (Chair) |
| Douglas D. French | Tina Edekar Edmundson | Jeanne K. Gang |
| John T. Maeda | Claire F. Spofford | Michael R. Smith |
| Michael R. Smith | ||
EXECUTIVE OFFICERS
| Jeffrey M. StutzInterim Chief Executive OfficerElected as an executive officer in 2009 | Kevin J. VeltmanChief Financial OfficerElected as an executive officer in 2025 |
|---|---|
| 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 |
MillerKnoll
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 12, 2026
10:30 am Eastern Daylight Time (“EDT”)
MillerKnoll, Inc. will hold a virtual annual shareholders meeting atwww.virtualshareholdermeeting.com/MLKN2026
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 2027 | FOR |
| 4.To approve the MillerKnoll, Inc. 2026 Long-Term Incentive Plan | FOR |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON OCTOBER 12, 2026: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 14, 2026 (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 EDTon October 11, 2026(1) | TELEPHONECall 1 800 690 6903 until 11:59 pm EDTon October 11, 2026(1) | MAILMark, sign, date, and mail proxy card. Must be receivedby October 7, 2026 | ONLINE AT THE MEETINGShareholders of record may vote during themeeting as indicated below |
|---|
(1) For shares held directly, vote by 11:59 pm Eastern Time on October 11, 2026. For shares held in a plan, such as the MillerKnoll Retirement Plan, vote by 11:59 P.M. Eastern Time on October 7, 2026.
As a shareholder, you are cordially invited to attend the virtual meeting on Monday, October 12, 2026, beginning promptly at 10:30 am EDT. Fifteen minutes prior to start time, you should log on atwww.virtualshareholdermeeting.com/MLKN2026 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 28, 2026
2026 Proxy Statement i
TABLE OF CONTENTS
| CEO Letter to Shareholders | ||
|---|---|---|
| Notice of Annual Meeting of Shareholders | i | |
| Business Overview | 1 | |
| Financial Highlights From Fiscal 2026 | 2 | |
| Proxy Statement Summary | 3 | |
| Corporate Governance | ||
| P | PROPOSAL 1 - ELECTION OF DIRECTORS | 4 |
| Our Nominees and Directors | 5 | |
| Nominees for Election Whose Terms Expire in 2029 | 5 | |
| Directors Whose Terms Expire in 2027 | 6 | |
| Directors Whose Terms Expire in 2028 | 8 | |
| Directors Nominations by Shareholders | 9 | |
| Corporate Governance and Board Matters | 10 | |
| Board Governance Guidelines | 10 | |
| Leadership Structure | 10 | |
| Director Independence | 10 | |
| Board Tenure | 10 | |
| Board’s Role in Risk Oversight | 11 | |
| Code of Business Conduct and Ethics | 12 | |
| Insider Trading Policy | 12 | |
| Meeting Attendance | 12 | |
| Communications with the Board | 12 | |
| Director Nominations | 12 | |
| Non-Employee Director Compensation | 13 | |
| Board Committees | 16 | |
| Executive Compensation | ||
| P | PROPOSAL 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 17 |
| Compensation Discussion and Analysis | 18 | |
| Executive Summary | 18 | |
| Executive Officers Covered by this CD&A | 18 | |
| Key Governance and Compensation Best Practices | 18 | |
| Compensation Philosophy and Executive Compensation Program Overview | 19 | |
| Role of Market Data and Compensation Peer Group | 20 | |
| Roles and Responsibilities in Setting Executive Officer Compensation | 21 | |
| Fiscal 2026 Compensation Program | 22 | |
| Compensation Program Changes for Fiscal 2027 | 25 | |
| Associate Benefit Plans | 25 | |
| Other Executive Plans and Perquisites | 25 | |
| Stock Ownership Guidelines and Stock Retention Requirements | 26 | |
| Anti-Hedging and Anti-Pledging Policy | 26 | |
| Severance Program and Change in Control Agreements | 26 | |
| Deductibility of Compensation | 27 | |
| Compensation Committee Report | 28 | |
| Compensation Tables | 29 | |
| Summary Compensation Table | 29 | |
| Grants of Plan-Based Awards | 31 | |
| Outstanding Equity Awards at Fiscal Year-End | 32 | |
| Option Exercises and Stock Vested | 34 | |
| Nonqualified Deferred Compensation | 34 | |
| Potential Payments Upon Termination, Death, Disability, Retirement, or Change in Control | 35 | |
| CEO Pay Ratio | 39 | |
| Pay Versus Performance | 40 | |
| Equity Compensation Plan Information | 45 | |
| Audit Matters | ||
|---|---|---|
| P | PROPOSAL 3 - RATIFICATION OF AUDIT COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 46 |
| Report of the Audit Committee | 47 | |
| Other Corporate Governance | ||
| P | PROPOSAL 4 - APPROVE THE MILLERKNOLL, INC. 2026 LONG-TERM INCENTIVE PLAN | 48 |
| Certain Relationships and Related Party Transactions | 53 | |
| Delinquent Section 16(A) Reports | 53 | |
| General Information | ||
| Security Ownership | 54 | |
| Information About the Annual Meeting and Voting | 56 | |
| Shareholder Proposals for the 2027 Annual Meeting | 60 | |
| Other Matters | 61 | |
| Appendices | ||
| Appendix A: Reconciliation of Non-GAAP Financial Measures | 62 | |
| Appendix B: MillerKnoll, Inc. 2026 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.