MillerKnoll (MLKN) Proxy Filing summary

Executive summary

• Achieved year-over-year sales growth in fiscal 2025, with net sales up 1.1% reported and 1.6% organically, despite a challenging macroeconomic environment.

• Expanded product offerings in resilient sectors like healthcare and higher education, and opened new flagship showrooms in Chicago, London, and New York.

• Retail expansion included four new stores in fiscal 2025, with plans to open 10–15 more in fiscal 2026, aiming to double the North American retail footprint over several years.

• Published the 2024 Better World Report, highlighting progress in ESG initiatives and community engagement, including nearly 400 volunteer events in 2025.

Voting matters and shareholder proposals

• Shareholders will vote on: election of three directors for three-year terms, advisory approval of executive compensation, ratification of KPMG LLP as independent auditor for fiscal 2026, and approval of the 2025 Long-Term Incentive Plan.

• Board recommends voting “FOR” all proposals.

• No shareholder proposals were submitted for the 2025 meeting.

Board of directors and corporate governance

• Board consists of 11 directors (10 independent), with average tenure of 10.6 years; will reduce to 10 members after the 2025 meeting.

• Three standing committees: Audit, Compensation, and Governance & Corporate Responsibility, all composed of independent directors.

• Board governance guidelines require majority independence, annual review of policies, and separation of CEO and Chair roles.

• Director compensation includes a minimum 50% equity component, with annual fees and additional compensation for committee chairs.