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Proxy Statement
Letter to Our Shareholders and Stakeholders
Notice of Annual Meeting of Shareholders of Herman Miller, Inc.
Table of Contents
Solicitation of Proxies and Voting (Q&A)
Financial Highlights from Fiscal 2021
Proposal #1 - Election of Directors
Corporate Governance and Board Matters
Board Committees
Proposal #2 - Proposal to Amend the Articles of Incorporation of the Company to Change its Name from Herman Miller, Inc. to MillerKnoll, Inc.
Proposal #3 - Ratification of Audit Committee's Selection of Independent Registered Public Accounting Firm
Report of the Audit Committee
Proposal #4 - Proposal to Approve, on an Advisory Basis, the Annual Compensation Paid to the Company's Named Executive Officers
Voting Securities and Principal Shareholders
Director and Executive Officer Information
Proxy Statement (cont.)
Letter from Executive Compensation Committee Chair
Compensation Discussion and Analysis
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Nonqualified Deferred Compensation
Executive Compensation Committee Report
Potential Payments upon Termination, Death, Disability, Retirement, or Change in Control
Pay Ratio
Director Compensation
Equity Compensation Plan Information
Delinquent Section 16(a) Reports
Certain Relationships and Related Party Transactions
Reconciliation of Non-GAAP Financial Measures
Submission of Shareholder Proposals for the 2022 Annual Meeting
Miscellaneous
Annual Report (10-K) Part I
Form 10-K
Table of Contents
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
Information About Our Executive Officers
4. Mine Safety Disclosures
Part II
5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
6. Selected Financial Data
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures about Market Risk
8. Financial Statements and Supplementary Data
- Consolidated Statements of Comprehensive Income
- Consolidated Balance Sheets
- Consolidated Statements of Stockholders' Equity
- Consolidated Statements of Cash Flows
- Notes to the Consolidated Financial Statements
- Management's Report on Internal Control over Financial Reporting
- Reports of Independent Registered Public Accounting Firms
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
9A. Controls and Procedures
9B. Other Information
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
10. Directors, Executive Officers, and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13. Certain Relationships and Related Transactions, and Director Independence
14. Principal Accountant Fees and Services
Part IV
15. Exhibits and Financial Statement Schedule
Exhibit Index
Schedule II - Valuation and Qualifying Accounts
16. Form 10-K Summary
Signatures
Exhibits
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2021 Proxy Statement and Annual Report
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Page 156 of 172
Proxy Statement
Letter to Our Shareholders and Stakeholders
Notice of Annual Meeting of Shareholders of Herman Miller, Inc.
Table of Contents
Solicitation of Proxies and Voting (Q&A)
Financial Highlights from Fiscal 2021
Proposal #1 - Election of Directors
Corporate Governance and Board Matters
Board Committees
Proposal #2 - Proposal to Amend the Articles of Incorporation of the Company to Change its Name from Herman Miller, Inc. to MillerKnoll, Inc.
Proposal #3 - Ratification of Audit Committee's Selection of Independent Registered Public Accounting Firm
Report of the Audit Committee
Proposal #4 - Proposal to Approve, on an Advisory Basis, the Annual Compensation Paid to the Company's Named Executive Officers
Voting Securities and Principal Shareholders
Director and Executive Officer Information
Proxy Statement (cont.)
Letter from Executive Compensation Committee Chair
Compensation Discussion and Analysis
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Nonqualified Deferred Compensation
Executive Compensation Committee Report
Potential Payments upon Termination, Death, Disability, Retirement, or Change in Control
Pay Ratio
Director Compensation
Equity Compensation Plan Information
Delinquent Section 16(a) Reports
Certain Relationships and Related Party Transactions
Reconciliation of Non-GAAP Financial Measures
Submission of Shareholder Proposals for the 2022 Annual Meeting
Miscellaneous
Annual Report (10-K) Part I
Form 10-K
Table of Contents
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
Information About Our Executive Officers
4. Mine Safety Disclosures
Part II
5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
6. Selected Financial Data
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures about Market Risk
8. Financial Statements and Supplementary Data
- Consolidated Statements of Comprehensive Income
- Consolidated Balance Sheets
- Consolidated Statements of Stockholders' Equity
- Consolidated Statements of Cash Flows
- Notes to the Consolidated Financial Statements
- Management's Report on Internal Control over Financial Reporting
- Reports of Independent Registered Public Accounting Firms
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
9A. Controls and Procedures
9B. Other Information
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
10. Directors, Executive Officers, and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13. Certain Relationships and Related Transactions, and Director Independence
14. Principal Accountant Fees and Services
Part IV
15. Exhibits and Financial Statement Schedule
Exhibit Index
Schedule II - Valuation and Qualifying Accounts
16. Form 10-K Summary
Signatures
Exhibits
Proxy Statement
Proxy Statement
Letter to Our Shareholders and Stakeholders
Notice of Annual Meeting of Shareholders of Herman Miller, Inc.
Table of Contents
Solicitation of Proxies and Voting (Q&A)
Financial Highlights from Fiscal 2021
Proposal #1 - Election of Directors
Corporate Governance and Board Matters
Board Committees
Proposal #2 - Proposal to Amend the Articles of Incorporation of the Company to Change its Name from Herman Miller, Inc. to MillerKnoll, Inc.
Proposal #3 - Ratification of Audit Committee's Selection of Independent Registered Public Accounting Firm
Report of the Audit Committee
Proposal #4 - Proposal to Approve, on an Advisory Basis, the Annual Compensation Paid to the Company's Named Executive Officers
Voting Securities and Principal Shareholders
Director and Executive Officer Information
Proxy Statement (cont.)
Proxy Statement (cont.)
Letter from Executive Compensation Committee Chair
Compensation Discussion and Analysis
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Nonqualified Deferred Compensation
Executive Compensation Committee Report
Potential Payments upon Termination, Death, Disability, Retirement, or Change in Control
Pay Ratio
Director Compensation
Equity Compensation Plan Information
Delinquent Section 16(a) Reports
Certain Relationships and Related Party Transactions
Reconciliation of Non-GAAP Financial Measures
Submission of Shareholder Proposals for the 2022 Annual Meeting
Miscellaneous
Annual Report (10-K) Part I
Annual Report (10-K) Part I
Form 10-K
Table of Contents
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
Information About Our Executive Officers
4. Mine Safety Disclosures
Part II
Part II
5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
6. Selected Financial Data
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures about Market Risk
8. Financial Statements and Supplementary Data
- Consolidated Statements of Comprehensive Income
- Consolidated Balance Sheets
- Consolidated Statements of Stockholders' Equity
- Consolidated Statements of Cash Flows
- Notes to the Consolidated Financial Statements
- Management's Report on Internal Control over Financial Reporting
- Reports of Independent Registered Public Accounting Firms
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
9A. Controls and Procedures
9B. Other Information
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
Part III
10. Directors, Executive Officers, and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13. Certain Relationships and Related Transactions, and Director Independence
14. Principal Accountant Fees and Services
Part IV
Part IV
15. Exhibits and Financial Statement Schedule
Exhibit Index
Schedule II - Valuation and Qualifying Accounts
16. Form 10-K Summary
Signatures
Exhibits
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