MILLER INDUSTRIES INC /TN/ 8-K

What Happened Miller Industries, Inc. (MLR) filed an 8-K reporting that on March 2, 2026 its Compensation Committee approved a Second Amended and Restated Severance Protection Plan that removes the Prior Plan’s “single‑trigger” change‑in‑control severance framework. Under the Amended Plan, severance is payable only upon a qualifying termination (Company termination without “cause,” death, disability, or resignation for “good reason”), and participating executives must sign participation letters and generally execute a release to receive benefits. The Committee also reallocated the 2025 executive bonus pool (removing an 8% allocation for the Chief Manufacturing Officer) and adopted a First Amended and Restated Executive Officer Annual Bonus Plan for fiscal 2026 that ties bonus pools to pretax income thresholds and mixes cash with restricted stock units (RSUs).

Key Details

• Date: Changes approved March 2, 2026; 8‑K filed March 6, 2026.
• Severance: Amended Plan removes single‑trigger change‑in‑control payouts; severance now only on qualifying terminations and conditioned on signing a general release.
• 2025 bonus reallocation: CMO’s prior 8% reallocated; new 2025 percent-of-pool allocations include CEO 46%, CFO 16%, and five other execs (President of Military & Export, CIO, Chief Revenue Officer, General Counsel) ranging 9.5% each (see filing for full breakdown).
• 2026 bonus formula: Bonus pool payable only if Pretax Income > $20M. Pool is 10%–14% of Pretax Income depending on ranges (10% for $20–<$30M up to 14% at ≥$90M). Cash/equity splits vary by income band (cash 60%/equity 40% at lower band down to cash 30%/equity 70% at higher bands). RSU treatment: half time‑based (3‑year graded vesting), half performance‑based (0%–200% payout after 3 years). Under the Amended Bonus Plan the executive allocation for 2026 is CEO 46.0%, CFO 17.0%, and five others 9.25% each.

Why It Matters These changes reduce the likelihood of automatic severance payments following a change in control (removing single‑trigger protection), which can lower potential takeover‑related payouts and align termination benefits with actual job loss events. The revised bonus plan ties executive pay more directly to company pretax income and increases equity exposure (RSUs), which can strengthen long‑term alignment between executives and shareholders but could delay or convert some cash compensation into equity. Payouts under the new bonus plan occur only if Pretax Income exceeds $20M, so actual cash/equity costs depend on future results.