UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~October 16~~December 20, 2023

Date of Report (Date of earliest event reported)

__________________________________________

MillerKnoll, Inc.

(Exact name of registrant as specified in its charter)


Michigan	001-15141	38-0837640
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

855 East Main Avenue, Zeeland, MI 49464

(Address of principal executive offices and zip code)

(616) 654-3000

(Registrant's telephone number, including area code)

__________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.20 per share	MLKN	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition

~~(e) Compensatory~~On ~~Arrangements~~December 20, 2023, MillerKnoll, Inc. issued a press release announcing its financial results for the quarter ended December 2, 2023. A copy of ~~Certain~~the ~~Officers~~press release is attached as Exhibit 99.1.

AtThe ~~the~~information ~~annual~~in ~~meeting~~this ofForm ~~shareholders of MillerKnoll, Inc. (the “Company”) held on October 16, 2023, the Company’s shareholders approved the MillerKnoll, Inc. 2023 Long~~8-~~Term~~K ~~Incentive~~and ~~Plan (~~the ~~“Plan”).~~attached ~~The~~Exhibits ~~Plan~~shall ~~replaces~~not ~~the~~be ~~Company’s~~deemed ~~existing~~filed ~~Long-Term Incentive Plan approved by shareholders in 2020. The Plan provides~~ for ~~the~~purposes ~~grant~~ of aSection ~~variety~~18 of ~~equity-based~~the ~~awards,~~Securities ~~such~~Act as stock options, stock appreciation rights, restricted stock and restricted stock units, performance stock units, and other stock-based awards. The Plan authorizes awards to non-employee directors and all employees of ~~the Company or its subsidiaries~~1934, ~~including~~as ~~named executive officers. Subject to certain adjustments~~amended, ~~the~~nor ~~maximum~~shall ~~number~~it ~~of shares that may~~ be ~~issued~~deemed ~~under~~incorporated ~~the~~by ~~Plan~~reference ~~is 17,764,945 shares. The Plan was described~~ in ~~more~~any ~~detail~~filing ~~in,~~under ~~and~~the aSecurities ~~copy~~Act of ~~the~~1933, ~~Plan was attached~~ as ~~Appendix B to~~amended, ~~the~~except ~~Company’s~~as ~~proxy~~shall ~~statement~~be ~~filed~~expressly ~~with~~set ~~the~~forth ~~SEC~~by onspecific ~~September~~reference 1,in ~~2023~~such filing.

Item 59.0701 ~~Submission~~Financial ofStatements ~~Matters~~and ~~of a Vote of Security Holders~~Exhibits

~~The~~(d) ~~annual meeting of the shareholders of the Company was held on October 16, 2023, at which the matters listed below were submitted to a vote of the shareholders through the solicitation of proxies~~Exhibits. ~~The proposals are described in the Company's proxy statement, filed with the SEC on September 1, 2023. The voting results are as follows:~~

(1) The following nominees were elected to serve three-year terms on the Company's Board of Directors by the following votes:


Exhibit Number			Description

99.1			Press release dated December 20, 2023
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Nominee	For	Withheld	Broker non-votes
Candace S. Matthews	59,038,145	3,030,924	4,963,459
Andrea (Andi) R. Owen	59,409,169	2,659,900	4,963,459
Michael R. Smith	60,843,400	1,225,669	4,963,459

(2) The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 1, 2024, was ratified by the following votes:

For

Against

Abstain

Broker non-votes

66,004,910

962,990

64,628

N/A

(3) The compensation paid to the Company's named executive officers was approved on an advisory basis by the following votes:

For						Against						Abstain						Broker non-votes
56,200,271						5,797,649						71,179						4,963,459

(4) The advisory vote on the frequency of voting on executive compensation each year has been approved by the following votes:

1 Year						2 Years									3 Years						Abstain						Broker non-votes
58,874,705						108,327									2,944,050						141,987						N/A

(5) The approval of the MillerKnoll, Inc. 2023 Long-Term Incentive Plan by the following votes:

For						Against						Abstain						Broker non-votes
52,965,002						9,013,885						90,182						4,963,459

(6) The approval of the Amended and Restated MillerKnoll, Inc. Employee Stock Purchase Plan by the following votes:

For						Against						Abstain						Broker non-votes
61,219,615						475,181						374,273						4,963,459

Consistent with the recommendation of the Board of Directors of the Company, the Company will continue to hold future say-on-pay votes on an annual basis. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company’s 2029 annual meeting of shareholders.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:

~~October~~December 1720, 2023

MillerKnoll, Inc.

By:

/s/ Jeffrey M. Stutz

Jeffrey M. StutzChief Financial Officer

Filing Compare · MILLERKNOLL, INC.