Miller Industries updates severance protection plan

Miller Industries, Inc. has updated its executive severance arrangements through a Third Amended and Restated Severance Protection Plan approved by the Compensation Committee on April 7, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Miller Industries, Inc. has updated its executive severance arrangements through a Third Amended and Restated Severance Protection Plan approved by the Compensation Committee on April 7, 2026. The revised plan removes the equity portion of a participant’s annual bonus from the calculation of severance benefits, meaning only the non-equity bonus component will now factor into severance. Aside from this change, the prior change in control severance plan remains substantively unchanged. The full amended plan is available as Exhibit 10.1 to this report.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Plan approval date: April 7, 2026

1 metrics

Plan approval date April 7, 2026 Approval of Third Amended and Restated Severance Protection Plan

Key Terms

Third Amended and Restated Severance Protection Plan, Change in Control Severance Plan, Compensation Committee, Inline XBRL

4 terms

Third Amended and Restated Severance Protection Plan financial

"approved the Third Amended and Restated Severance Protection Plan (the “Amended Plan”)"

Change in Control Severance Plan financial

"Second Amended and Restated Change in Control Severance Plan (as previously amended, the “Prior Plan”)."

A change in control severance plan is an agreement that pays executives or employees if a company is sold, merged, or otherwise taken over and they lose their jobs or see their role materially changed. Think of it like a contractual safety net that can require the buyer to pay sizable lump sums or ongoing compensation; investors care because those payments change the cost of a takeover, affect deal negotiations, and influence management’s incentives during merger talks.

Compensation Committee financial

"the Compensation Committee (the “Compensation Committee”) of the Board of Directors"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Miller Industries (MLR) make to its severance protection plan?

Miller Industries revised its severance protection plan to remove the equity portion of a participant’s annual bonus from severance calculations. All other substantive provisions of the prior change in control severance plan were left unchanged under the newly approved Third Amended and Restated Severance Protection Plan.

When did Miller Industries (MLR) approve the Third Amended and Restated Severance Protection Plan?

The Compensation Committee of Miller Industries’ Board of Directors approved the Third Amended and Restated Severance Protection Plan on April 7, 2026. This action formally amends, restates, and replaces the company’s Second Amended and Restated Change in Control Severance Plan previously in effect.

How does the amended severance plan at Miller Industries (MLR) differ from the prior plan?

The amended plan differs from the prior change in control severance plan by excluding the equity portion of a participant’s annual bonus from severance benefit calculations. Other than this adjustment, the company states that the prior plan was unchanged in all substantive respects under the new document.

Who approved the severance plan changes at Miller Industries (MLR)?

The changes to Miller Industries’ severance protection plan were approved by the Compensation Committee of the company’s Board of Directors. This committee authorized the Third Amended and Restated Severance Protection Plan, which now governs severance protections in place of the earlier change in control severance plan.

Where can investors review Miller Industries’ updated severance protection plan?

Investors can review the full text of Miller Industries’ updated severance protection plan in Exhibit 10.1 to the current report. The company notes that its brief summary is qualified in its entirety by reference to this complete Third Amended and Restated Severance Protection Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/08/2026 - 04:05 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): April 7, 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

(Address of Principal Executive Offices)

37363

(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 5.02

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

Third Amended and Restated Severance Protection Plan

On April 7, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Miller Industries, Inc. (the “Company”) approved the Third Amended and Restated Severance Protection Plan (the “Amended Plan”), which amends and restates, and replaces, the Company’s Second Amended and Restated Change in Control Severance Plan (as previously amended, the “Prior Plan”). The Amended Plan removes from the calculation of severance benefits the equity portion of a participant’s annual bonus. Aside from this change, the Prior Plan was unchanged in all substantive respects by the Amended Plan.

The foregoing summary of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.		Exhibit Description

10.1		Miller Industries, Inc. Third Amended and Restated Severance Protection Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Deborah L. Whitmire
		Deborah L. Whitmire
		Executive Vice President, Chief Financial Officer and Treasurer
Dated: April 8, 2026

‌

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 155.0 KB