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MillerKnoll (Nasdaq: MLKN) updates director retirement and waiver rules

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MillerKnoll, Inc. reports that its Board of Directors approved amendments to the company’s Amended and Restated Bylaws effective July 14, 2026. The change removes a provision that barred individuals from being elected to the Board after age 72 and required directors reaching 72 to resign by the next annual shareholder meeting.

Separately, the Board amended its Board Governance Guidelines, increasing the director retirement age from 72 to 75 and allowing the Board to temporarily waive the retirement-age provision for a specific, one-time action when it determines such a waiver is in the best interests of the company and its shareholders.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of amendments July 14, 2026 Effective date of bylaw amendment and Board Governance Guidelines changes
Prior director age limit 72 Age at which directors previously had to tender resignation under Article IV, Section 2
Updated retirement age guideline 75 Director retirement age in the revised Board Governance Guidelines
Bylaws exhibit number 3.1 Amended and Restated Bylaws of MillerKnoll, Inc., as amended effective July 14, 2026
Amended and Restated Bylaws regulatory
"A copy of the Bylaws, as amended, is included as Exhibit 3.1"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Board Governance Guidelines regulatory
"the Board amended the Company’s Board Governance Guidelines to increase the director retirement age"
annual shareholder meeting regulatory
"effective no later than the Company’s next annual shareholder meeting"
A yearly gathering where a company’s owners (shareholders) and its leaders meet to review performance, approve key decisions like electing directors, and vote on issues such as executive pay or major policy changes. Think of it as an annual town hall for people who own part of the business: investors use it to ask questions, influence direction through votes, and gauge management’s plans and transparency, all of which can affect the stock’s outlook.
retirement-age provision regulatory
"to temporarily waive the retirement-age provision for a specific, one-time action"

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FAQ

What governance change did MillerKnoll (MLKN) make on July 14, 2026?
MillerKnoll’s Board approved amendments to its Bylaws and Board Governance Guidelines, effective July 14, 2026, focusing on director retirement age rules and adding flexibility for the Board to manage director tenure in specific, one-time situations.

What happened to MillerKnoll (MLKN)’s age-72 director retirement rule?
The Board removed a bylaw provision that barred election of directors after age 72 and required directors reaching 72 to tender their resignation, effective no later than the next annual shareholder meeting, replacing it with updated governance guidelines.

What is the new director retirement age at MillerKnoll (MLKN)?
The Board Governance Guidelines now set a director retirement age of 75. Previously, the bylaws and related governance provisions used age 72 as the key retirement threshold for service on MillerKnoll’s Board of Directors.

Can MillerKnoll (MLKN)’s Board waive the director retirement age?
Yes. The updated Board Governance Guidelines permit the Board to temporarily waive the retirement-age provision for a specific, one-time action when it determines such a waiver is in the best interests of the company and its shareholders.

Where are the amended MillerKnoll (MLKN) bylaws filed in this report?
The Amended and Restated Bylaws of MillerKnoll, Inc., as amended effective July 14, 2026, are filed as Exhibit 3.1. The 8-K states that this exhibit is incorporated by reference.
0000066382falseMay 3000000663822026-07-142026-07-1400000663822025-06-012026-05-30

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

July 14, 2026
Date of Report (date of earliest event reported)
__________________________________________
MillerKnoll, Inc.
(Exact Name of Registrant as Specified in Charter)
Michigan
001-15141
38-0837640
(State or Other Jurisdiction of Incorporation)
(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)

Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
__________________________________________

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.20 per shareMLKNNasdaq 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 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 14, 2026, the Board of Directors (the “Board”) of MillerKnoll, Inc., a Michigan corporation (the “Company”), approved and adopted, effective July 14, 2026, an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”). The amendment removes a provision from Article IV, Section 2 that previously prohibited a person from being elected to the Company’s Board after attaining age 72 and required any director who attained age 72 while serving on the Board to tender his or her resignation, effective no later than the Company’s next annual shareholder meeting. A copy of the Bylaws, as amended, is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated here by reference. The foregoing summary of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws filed as Exhibit 3.1.

Separately, effective July 14, 2026, the Board amended the Company’s Board Governance Guidelines to increase the director retirement age from 72 to 75 and to permit the Board to temporarily waive the retirement-age provision for a specific, one-time action where the Board determines such waiver to be in the best interests of the Company and its shareholders.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.Description
3.1
Amended and Restated Bylaws of MillerKnoll, Inc., as amended effective July 14, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document).







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: July 20, 2026MillerKnoll, Inc.
  
By: /s/ Kevin J. Veltman
  
       Kevin J. Veltman
       Chief Financial Officer


















Source: View Original Filing on SEC EDGAR

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