MILLER INDUSTRIES INC /TN/
For the period ended May 23, 2025. Filed Apr 11, 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 23, 2025 · Filed Apr 11, 2025
Contents
Code of Conduct
We have adopted a Code of Conduct applicable to all of our directors, officers, and employees. Our Code of Conduct sets out our expectations regarding the treatment of our team members, customers, and the communities in which we operate, as well as our commitment to product quality, ethical and legal sourcing of our materials, and acting with integrity for our investors. Our Code of Conduct is available on the Company’s Investor Relations website, in the “Corporate Governance” section atwww.millerind.com/investors. A copy of the Code of Conduct can also be obtained in print, free of charge upon request to Attention Frank Madonia, Executive Vice President, Secretary and General Counsel, Miller Industries, Inc., 8503 Hilltop Drive, Ooltewah, Tennessee 37363.
Policy on Transactions with Related****Persons
We have adopted a written policy that the Audit Committee must approve or ratify any “related person transactions” (transactions exceeding $120,000 in which Miller Industries is a participant and any related person has a direct or indirect material interest). “Related persons” include our directors, nominees for election as a director, persons controlling over 5% of our common shares, executive officers, and the immediate family members of each of these individuals.
Once a related person transaction is identified, the Audit Committee will review all relevant facts and circumstances and determine whether to approve the transaction. The Audit Committee will take into account such factors as it considers appropriate, including the material terms of the transaction, the nature of the related person’s interest in the transaction, the significance of the transaction to the related person and to us, the nature of the related person’s relationship with us, and whether the transaction would be likely to impair the judgment of a director or executive officer to act in our best interest. Under the Audit Committee charter, no member of the Audit Committee may participate in any review of a transaction in which the member or any of his or her family members is the related person.
If advance approval of a transaction is not practicable, the Audit Committee will consider the transaction for ratification at its next regularly scheduled meeting. After its review, the Audit Committee will only approve or ratify those transactions that are in, or not inconsistent with, the best interests of the Company and its shareholders.
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