Miller Industries (MLR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 23, 2025, with shareholders voting on director elections, a new stock incentive plan, executive compensation, and auditor ratification.

• As of April 1, 2025, there are 11,459,278 shares of common stock outstanding, each entitled to one vote.

• A quorum requires a majority of shares represented in person or by proxy; abstentions and broker non-votes count for quorum but not as votes cast.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until 2026, with the board size reduced from nine to seven for greater efficiency.

• Shareholders will vote on the 2025 Stock Incentive Plan, an advisory say-on-pay vote, and ratification of Elliott Davis, LLC as independent auditor.

• Shareholder proposals for the 2026 meeting must be received by December 12, 2025.

Board of directors and corporate governance

• The board is majority independent, with a Lead Independent Director and separate CEO and Chairman roles.

• All board committees (Audit, Compensation, Governance & Sustainability) are chaired and composed entirely of independent directors.

• Board and committee attendance was nearly perfect in 2024, and directors are subject to overboarding policies.

• Director nominations emphasize diversity, experience, and shareholder alignment; no term limits or retirement age.

• Shareholders holding at least 15% of shares may call special meetings.