MLKN shareholders approve new equity plan and ratify KPMG

Rhea-AI Filing Summary

MillerKnoll, Inc. reported results from its annual meeting held on October 13, 2025, including shareholder approval of the 2025 Long‑Term Incentive Plan, which authorizes up to 21,164,945 shares for equity awards to employees and non‑employee directors. The plan replaces the 2023 program.

Shareholders elected three directors to three‑year terms: Lisa A. Kro (For 52,717,620; Withheld 6,532,464), John T. Maeda (For 54,078,851; Withheld 5,171,233), and Michael C. Smith (For 53,669,469; Withheld 5,580,615). The advisory vote approved compensation for named executive officers (For 56,495,979; Against 2,623,598; Abstain 130,507).

Auditors were ratified, with shareholders voting to appoint KPMG LLP for the fiscal year ending May 30, 2026 (For 63,261,543; Against 561,155; Abstain 91,603). The 2025 Long‑Term Incentive Plan passed with For 46,229,453, Against 12,799,105, and Abstain 221,526.

Insights

Equity compensation & governance analyst

Shareholders approved a new equity plan and routine proposals.

The meeting confirmed board composition, executive pay alignment, auditor ratification, and adoption of a new equity incentive plan. The plan permits various equity awards and authorizes up to 21,164,945 shares, replacing the 2023 plan. This establishes the company’s framework for long‑term compensation.

Voting outcomes were comfortably favorable across items. Director nominees received strong support, the say‑on‑pay advisory vote passed, and KPMG LLP was ratified for the fiscal year ending May 30, 2026. Equity plan approval provides capacity for future grants; actual issuance depends on board decisions and performance conditions.

Without issuance details or grant schedules, immediate financial effects are not specified in the excerpt. Future disclosures will outline grant activity and any resulting share issuance under the new plan.

0000066382false00000663822025-10-132025-10-13

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 13, 2025

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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers

At the annual meeting of shareholders of MillerKnoll, Inc. (the “Company”) held on October 13, 2025, the Company’s shareholders approved the MillerKnoll, Inc. 2025 Long-Term Incentive Plan (the “Plan”). The Plan replaces the Company’s existing Long-Term Incentive Plan approved by shareholders in 2023. The Plan provides for the grant of a variety of equity-based awards, such 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, including named executive officers. Subject to certain adjustments, the maximum number of shares that may be issued under the Plan is 21,164,945 shares. The Plan was described in more detail in, and a copy of the Plan was attached as Appendix B to, the Company’s proxy statement filed with the SEC on August 29, 2025.

Item 5.07    Submission of Matters of a Vote of Security Holders

The annual meeting of the shareholders of the Company was held on October 13, 2025, at which the matters listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in the Company's proxy statement, filed with the SEC on August 29, 2025. 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:

Nominee						For						Withheld						Broker non-votes
Lisa A. Kro						52,717,620						6,532,464						4,664,217
John T. Maeda						54,078,851						5,171,233						4,664,217
Michael C. Smith						53,669,469						5,580,615						4,664,217

(2) 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
56,495,979						2,623,598						130,507						4,664,217

(3) The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 30, 2026, was ratified by the following votes:

For

Against

Abstain

Broker non-votes

63,261,543

561,155

91,603

N/A

(4) The approval of the MillerKnoll, Inc. 2025 Long-Term Incentive Plan by the following votes:

For						Against						Abstain						Broker non-votes
46,229,453						12,799,105						221,526						4,664,217

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 14, 2025

MillerKnoll, Inc.

By:

/s/ Kevin J. Veltman

Kevin J. Veltman Interim Chief Financial Officer

FAQ

What did MLKN shareholders approve at the 2025 annual meeting?

They approved the 2025 Long‑Term Incentive Plan authorizing up to 21,164,945 shares for equity awards and ratified KPMG LLP as auditor.

How did MillerKnoll (MLKN) vote on the 2025 Long‑Term Incentive Plan?

The plan passed with 46,229,453 For, 12,799,105 Against, and 221,526 Abstain.

Were MLKN director nominees elected?

Yes. Lisa A. Kro, John T. Maeda, and Michael C. Smith were elected to three‑year terms with For votes of 52,717,620, 54,078,851, and 53,669,469, respectively.

Did MLKN’s say‑on‑pay advisory vote pass?

Yes. The advisory vote on executive compensation passed with 56,495,979 For, 2,623,598 Against, and 130,507 Abstain.

Who is MLKN’s auditor for the fiscal year ending May 30, 2026?

Shareholders ratified KPMG LLP with 63,261,543 For, 561,155 Against, and 91,603 Abstain.

What does MLKN’s 2025 Long‑Term Incentive Plan include?

It allows stock options, SARs, restricted stock/RSUs, performance stock units, and other stock‑based awards to eligible employees and non‑employee directors.