Millerknoll Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Jeanne K. Gang, Michael R. Smith, and Claire F. Spofford to three-year terms expiring at the 2029 Annual Meeting.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to MillerKnoll’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   Proposal 2 asks shareholders to approve, on an advisory and non-binding basis, the compensation paid to MillerKnoll’s Named Executive Officers. The resolution incorporates the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure in the proxy statement. The vote is required under federal securities law and is held annually in accordance with the frequency supported by shareholders. Management emphasizes that executive compensation is designed to vary with business results and reward sustained improvement in shareholder outcomes. Annual incentive compensation is tied to approved financial and operational performance criteria, while long-term incentives use performance stock units and restricted stock units to align executives with long-term shareholder interests. The Compensation Committee also states that target compensation opportunities and individual pay elements were benchmarked against comparable competitive-market positions. The Committee notes that approximately 96% of votes cast approved the prior year’s say-on-pay proposal, which it views as support for the current framework. The Board recommends voting FOR because it considers the disclosed compensation fair and appropriate in light of Company and executive performance. Although the vote is non-binding, the Board and Compensation Committee will review and consider the result in future compensation deliberations.

3. 3

   Ratification of Audit Committee’s Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as MillerKnoll’s independent registered public accounting firm for the fiscal year ending May 29, 2027.

4. 4

   Approval of the MillerKnoll, Inc. 2026 Long-Term Incentive Plan

   ManagementBoard: FOR

   Approve the amended and restated 2026 Long-Term Incentive Plan, including an additional 2,800,000 shares reserved for equity awards and authorization for a total of 23,964,945 shares under the plan.

   More detail

   Proposal 4 asks shareholders to approve the 2026 Long-Term Incentive Plan, which amends and restates the shareholder-approved 2025 plan. The principal requested change is an increase of 2,800,000 shares in the plan reserve, producing total authorization for 23,964,945 shares. The plan supports stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, and other stock-based awards. Eligibility extends to employees of the Company and its subsidiaries and to non-employee directors, with awards administered principally by the Compensation Committee. Management is seeking approval to maintain equity-based compensation capacity for attracting, retaining, and rewarding personnel while aligning participant interests with shareholders and supporting long-term Company performance. The proposal includes share recycling rules that count full-value awards more heavily and limit replenishment for shares withheld for taxes or exercise costs. It also preserves governance safeguards, including minimum fair-market-value exercise prices and a prohibition on repricing options or SARs without shareholder approval. The plan includes forfeiture and mandatory recoupment provisions tied to Company policies, applicable law, and clawback requirements. Change-in-control provisions address assumed and non-assumed awards, with accelerated vesting or conversion rules depending on the transaction and performance-period status. The Board recommends voting FOR because it believes the expanded reserve and updated plan structure are necessary to continue the Company’s long-term incentive program while maintaining shareholder-protective design features.

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When is the Millerknoll Inc 2026 annual meeting?

Millerknoll Inc (MLKN) holds its 2026 annual shareholder meeting on Monday, October 12, 2026.

What is the record date for the Millerknoll Inc 2026 meeting?

The record date for the Millerknoll Inc 2026 meeting is Friday, August 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Millerknoll Inc's 2026 meeting?

The board is presenting 3 director nominees at the Millerknoll Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Millerknoll Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Millerknoll Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.