MillerKnoll (MLKN) Proxy Filing summary

Executive summary

• Fiscal 2024 ended with improved profitability despite lower net sales, driven by operational efficiencies, cost synergies from the Knoll acquisition, and strategic investments in showrooms and digital platforms.

• Net sales decreased 11.2% year-over-year, but diluted EPS more than doubled to $1.11, and adjusted EPS rose to $2.08.

• The company expanded its international dealer network, opened new showrooms in key global cities, and launched over 40 new or enhanced products.

• Sustainability initiatives advanced, with reductions in single-use plastics, increased renewable energy use, and recognition from EcoVadis and SEAL Awards.

• Employee engagement and inclusion were emphasized through Business Resource Groups and the annual Day of Purpose.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors (one for one year, one for two years, four for three years), approve executive compensation on an advisory basis, and ratify KPMG LLP as the independent auditor for fiscal 2025.

• The Board recommends a vote FOR all proposals.

• No shareholder proposals were submitted for the 2024 meeting.

Board of directors and corporate governance

• The Board consists of 12 directors, 11 of whom are independent, with an average tenure of 9.2 years.

• Three new directors were appointed in July 2024 and are up for election.

• Board committees include Audit, Compensation, and Governance and Corporate Responsibility, each composed of independent directors.

• Board diversity is highlighted, with equal gender representation and a range of ethnic backgrounds.

• Directors are subject to stock ownership guidelines and receive a mix of cash and equity compensation.