MILLER INDUSTRIES INC TN
For the period ended Dec 31, 2023. Filed Mar 6, 2024.
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FY2023 · Filed Mar 6, 2024
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Stock Incentive Plan
**12.**STOCK INCENTIVE PLAN
Effective August 1, 2016, the Company adopted the 2016 Stock Incentive Plan (“the 2016 Plan”). Pursuant to the 2016 Plan, the Board of Directors may grant up to 800,000 shares under share-based awards to officers, directors, and employees. The 2016 Plan provides for the issuance of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance shares, performance units and other stock-based awards or any combination thereof. The 2016 Plan was approved by the shareholders of the Company at its Annual Meeting on May 26, 2017. The 2016 Plan will terminate on August 1, 2026.
Restricted Stock Units
Restricted stock units are subject only to service conditions. Executive Officer awards vest ratably over five years and non-employee director awards cliff-vest afterone year.
| PART II | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
|---|
The following table summarizes all transactions related to restricted stock units under the 2016 Plan:
| | | | | | | |
|---|---|---|---|---|---|---|
| (in thousands, except share amounts) | | | Restricted Stock Units | | | Weighted Average Grant Date Fair Value |
| Nonvested at December 31, 2021 | | | — | | $— | |
| Granted | | | 160,000 | | 29.95 | |
| Vested | | | — | | — | |
| Forfeited | | | — | | | — |
| Nonvested at December 31, 2022 | | | 160,000 | | $29.95 | |
| Granted | | | 18,835 | | | 33.98 |
| Vested | | | (32,000) | | | (29.95) |
| Forfeited | | | — | | | — |
| Nonvested at December 31, 2023 | | | 146,835 | | $33.98 |
The following table provides additional data related to restricted share unit activity:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | | | 2023 | | | 2022 | | | 2021 |
| Total compensation cost, net of estimated forfeitures, related to nonvested restricted share unit awards not yet recognized, pre tax | | $3,154 | | $4,392 | | $— | |||
| Weighted-average period in years over which restricted share and share unit cost is expected to be recognized (in years) | | | 3.2 | | | 4.2 | | | — |
| Total fair value of shares vested during the year | | $958 | | $— | | $— |
On April 11, 2023, the Compensation Committee of the Board of Directors adopted the 2023 Executive Annual Bonus Plan (the “New Bonus Program”). The New Bonus Program supersedes and replaces the cash bonus programs the Company previously adopted for its Co-Chief Executive Officers in September 2018, for certain of its executive officers in May 2021 and for the Company’s executive officers in February 2022.
As of the date of this filing, no restricted stock units under the New Bonus Program have been granted. For further information under this New Bonus Program, please see the Form 8-K filed on April 17, 2023.
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