Shareholders back Miller Industries (NYSE: MLR) directors and key proposals

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Miller Industries, Inc. held its Annual Meeting of Shareholders on May 22, 2026 in Dalton, Georgia. As of the record date of March 31, 2026, 11,371,730 common shares were entitled to vote, and 10,439,472 shares were represented in person or by proxy, a turnout of 91.80%.

Shareholders voted to elect seven director nominees. For example, William G. Miller received 9,353,857 votes for and 174,646 votes withheld, with 910,969 broker non-votes, while Leigh Walton received 8,662,757 votes for and 865,746 votes withheld, plus 910,969 broker non-votes.

Shareholders also approved one proposal with 9,042,141 votes for, 374,596 against, 111,766 abstentions, and 910,969 broker non-votes, and another proposal with 10,144,785 votes for, 282,135 against, 12,552 abstentions, and no broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 11,371,730 shares Shares represented: 10,439,472 shares Voter turnout: 91.80% +5 more

8 metrics

Shares entitled to vote 11,371,730 shares Common stock entitled to vote as of March 31, 2026

Shares represented 10,439,472 shares Shares present in person or by proxy at Annual Meeting

Voter turnout 91.80% Percentage of entitled shares represented at Annual Meeting

Votes for proposal one 9,042,141 votes For votes on first non-director proposal

Votes against proposal one 374,596 votes Against votes on first non-director proposal

Votes for proposal two 10,144,785 votes For votes on second proposal

Votes for William G. Miller 9,353,857 votes Director election votes for William G. Miller

Votes for Leigh Walton 8,662,757 votes Director election votes for Leigh Walton

Key Terms

Annual Meeting of Shareholders, record date, broker non-votes, emerging growth company, +1 more

5 terms

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders (the “Annual Meeting”) in Dalton, Georgia"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

record date financial

"As of the record date, March 31, 2026, there were 11,371,730 shares"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes financial

"the number of abstentions and broker non-votes with respect to each matter voted upon"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Commission File Number regulatory

"(Commission File Number)"

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Understanding 8-K Material Events →

05/26/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2026

MILLER INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Tennessee	001-14124	62-1566286
(State or Other Jurisdiction of Incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

8503 Hilltop Drive, Ooltewah, Tennessee

37363

(Address of Principal Executive Offices)

(Zip Code)

(423) 238-4171

(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 Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	MLR	New York Stock Exchange

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 5.07Submission of Matters to a Vote of Security Holders

On Friday, May 22, 2026, Miller Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Dalton, Georgia. As of the record date, March 31, 2026, there were 11,371,730 shares of the Company’s common stock entitled to vote at the Annual Meeting. At the Annual Meeting, 10,439,472 shares of common stock were present in person or by proxy, representing 91.80% of the Company’s common stock entitled to vote at the Annual Meeting.

The matters considered and voted on by the Company’s shareholders at the Annual Meeting, the votes cast for, withheld or against, and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

The shareholders elected each of the following seven directors to hold office until the Company’s next annual meeting of shareholders in 2027, or until their successors are duly elected and qualified, with the vote on the matter being reflected as follows:


Nominees		For		Withheld		Non-Votes
Theodore H. Ashford III		9,258,614		269,889		910,969
Peter Jackson		9,260,573		267,930		910,969
William G. Miller		9,353,857		174,646		910,969
William G. Miller II		9,357,986		170,517		910,969
Dr. Javier Reyes		9,257,204		271,299		910,969
Dr. Susan Sweeney		9,257,341		271,162		910,969
Leigh Walton		8,662,757		865,746		910,969

The shareholders voted to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the vote on the matter being reflected as follows:


For		Against		Abstain		Non-Votes
9,042,141		374,596		111,766		910,969

The shareholders voted to approve the ratification of the appointment of Elliot Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with the vote on the matter being reflected as follows:


For		Against		Abstain		Non-Votes
10,144,785		282,135		12,552		0

Signatures

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 hereunto duly authorized.

	MILLER INDUSTRIES, INC. (Registrant)

	By:	/s/ Frank Madonia
		Frank Madonia
		Executive Vice President, General Counsel and Secretary

Dated: May 26, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Miller Industries (MLR) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing seven directors and two additional proposals. Each director nominee received more votes for than withheld, and both proposals received more votes for than against, indicating broad support among the voting shareholders present or represented by proxy.

How many Miller Industries (MLR) shares were eligible and actually voted at the 2026 meeting?

A total of 11,371,730 common shares were entitled to vote as of March 31, 2026. At the Annual Meeting, 10,439,472 shares were present in person or by proxy, representing 91.80% of the shares entitled to vote, indicating strong shareholder participation.

What were the vote results for Miller Industries director elections in 2026?

Each of the seven nominees received a majority of votes cast in favor. For example, William G. Miller received 9,353,857 votes for and 174,646 withheld, while Leigh Walton received 8,662,757 votes for and 865,746 withheld, alongside 910,969 broker non-votes for each nominee.

How did Miller Industries shareholders vote on the first non-director proposal in 2026?

The first non-director proposal received 9,042,141 votes for and 374,596 against, with 111,766 abstentions and 910,969 broker non-votes. The number of votes for exceeded votes against, so the proposal passed based on the votes cast at the meeting.

What was the outcome of the second proposal at Miller Industries’ 2026 Annual Meeting?

The second proposal received 10,144,785 votes for and 282,135 against, with 12,552 abstentions and no broker non-votes. Votes in favor significantly exceeded those against, so this proposal was approved by shareholders present or represented by proxy.

Filing Exhibits & Attachments

3 documents