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
June 21, 2021
Date of Report (Date of earliest event reported)
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HERMAN MILLER, INC.
(Exact name of registrant as specified in its charter)
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| | | | | | | | |
| 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 | MLHR | NASDAQ |
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 21, 2021, the Board of Directors (the “Board”) of Herman Miller, Inc. (the “Company”) appointed Michael R. Smith to the Board, effective immediately. Since September 2016, Mr. Smith has served as Executive Vice President and Chief Financial Officer of McCormick & Company, Inc., a Fortune 500 company that manufactures, markets and distributes spices, seasoning mixes, condiments and other flavorful products.
In connection with the appointment of Mr. Smith, the Board increased the size of the Board from 10 members to 11 members. Mr. Smith was also appointed to the Audit Committee of the Board effective immediately. Mr. Smith qualifies as an independent director under the NASDAQ listing standards.
As a director, Mr. Smith will participate in the Company’s director compensation program described in the Company’s most recent annual proxy statement filed with the Securities and Exchange Commission on September 1, 2020, and to be described in the Company’s annual proxy statement to be filed in 2021. There are no arrangements or understandings between Mr. Smith and any other person pursuant to which he was elected as a director. There are no transactions in which Mr. Smith has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Mr. Smith to the Board is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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.
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| Dated: | June 22, 2021 | HERMAN MILLER, INC. |
| | | (Registrant) |
| | | By: | /s/ Kevin J. Veltman Kevin J. Veltman |
| | | | Vice President of Investor Relations & Treasurer (Duly Authorized Signatory for Registrant) |
