Independent
Tenure on this board
2.1 yrs
3 nominees · 4 ballot items.
Shareholders will vote to elect three directors, approve an advisory 'say-on-pay' vote for Named Executive Officer compensation, ratify KPMG LLP as the independent registered public accounting firm for fiscal 2027, and approve the MillerKnoll, Inc. 2026 Long-Term Incentive Plan (an amendment and restatement of the 2025 LTIP with an additional share reserve).
Elect three directors—Jeanne K. Gang, Michael R. Smith, and Claire F. Spofford—to serve three-year terms.
Non-binding advisory vote (say-on-pay) to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (CD&A, compensation tables, and narrative).
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation disclosed for the Company’s Named Executive Officers. Management seeks shareholder support to endorse its executive pay program, which for fiscal 2026 combined base salary, an annual cash incentive plan (AIP) tied solely to Operating Earnings, As Adjusted (with a segment multiplier for business units), and long-term incentives split between performance stock units (PSUs) and restricted stock units (RSUs). PSUs use annual financial metrics (EBITDA, As Adjusted, and Revenue) measured in three one-year tranches with a relative TSR (rTSR) modifier of +/-25% and an overall cap of 200% of target; RSUs vest ratably over three years. The Compensation Committee points to benchmarking by Pay Governance, use of performance-based metrics, stock ownership and clawback policies, anti-hedging/anti-pledging rules, and an absence of single-trigger CIC vesting as governance features intended to align pay and performance. Contextual factors include a CEO transition in fiscal 2026 (retirement of the former CEO and appointment of an interim CEO), the Company’s improved operating performance (notably adjusted operating earnings and EPS recovery), and a compensation peer group used for benchmarking. Potential investor concerns include the aggregate equity burn and dilution from LTI grants, retention and severance arrangements for departing executives, and the use of one-year PSU tranches (which the company says is necessary due to business cyclicality). The vote is advisory; however, the Board and Compensation Committee state they will review and consider the voting outcome when making future compensation decisions. For institutional investors reviewing this proposal, the core trade-off is between support for a program that heavily emphasizes performance-based PSUs (with rTSR alignment) versus scrutiny of plan design details, total realized pay outcomes, and dilution governance given recent equity grant activity and the request for additional plan shares (see Proposal 4).
Ratify the Audit Committee’s appointment of KPMG LLP as MillerKnoll’s independent registered public accounting firm for fiscal 2027.
Approve an amendment and restatement of the Company’s LTIP (the MillerKnoll, Inc. 2026 Long-Term Incentive Plan) and an increase in the share reserve by 2,800,000 shares (authorizing a total of 23,964,945 shares).
This management proposal requests shareholder approval of a restated LTIP and an incremental pool of 2,800,000 shares, increasing the total authorized for issuance under the Plan to 23,964,945 shares. Management argues the amendment and restatement is needed to continue to grant a mix of equity awards (options, SARs, RSUs, PSUs, and other stock-based awards) to attract, retain, and incentivize employees and non-employee directors, and to support the Company’s long-term strategic objectives. The Plan counts full-value awards (RSUs, restricted stock, performance shares) at two shares per share against the reserve and option/SAR awards at one share per share, includes anti-dilution adjustments and change-in-control provisions, and caps non-employee director award value at $750,000 per fiscal year. It also preserves Committee authority over grant terms, performance metrics, deferrals, and forfeiture/recoupment policies (including clawbacks and compliance with Section 409A). From a governance perspective, the Board highlights features intended to limit risk: performance-based PSUs with financial and rTSR modifiers, clawback provisions, no repricing without shareholder approval, and limits on single-trigger CIC vesting. Key investor considerations include the requested share increase relative to the outstanding shares (approximately a 4% increase on a 68.7M share base), the historical run-rate of awards and dilution (burn rate), the Plan’s counting methodology for full-value awards which doubles their impact on the reserve, and how performance metrics and TSR modifiers align executive payouts with shareholder returns. The Plan also details change-in-control treatment and anti-dilution mechanics that preserve award value in corporate transactions. For a sophisticated investor, the decision centers on whether the incremental reserve and Plan mechanics reasonably support the Company’s pay-for-performance framework while keeping potential dilution and governance risk within acceptable bounds.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.94% | 7,453,713 | $153M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.58% | 5,163,036 | $106M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.99% | 3,396,963 | $70M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 3,071,770 | $63M |
| 5 | PZENA INVESTMENT MANAGEMENT LLC | 4.45% | 3,032,700 | $62M |
| 6 | FULLER THALER ASSET MANAGEMENT, INC. | 4.20% | 2,858,346 | $58M |
| 7 | STATE STREET CORP | 4.07% | 2,771,380 | $57M |
| 8 | DEPRINCE RACE ZOLLO INC | 3.87% | 2,637,711 | $54M |
| 9 | BlackRock, Inc. | 3.16% | 2,153,386 | $44M |
| 10 | FMR LLC | 2.91% | 1,984,329 | $41M |
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