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

July 1624, 2024

Date of Report (Date of earliest event reported)

__________________________________________

MillerKnoll, Inc.

(Exact name of registrant as specified in its charter)


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, par value $0.20 per share	MLKN	Nasdaq Global Select Market

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. ☐

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

OnThe ~~July 16, 2024, the~~ Board of Directors of MillerKnoll, Inc. (the "“Company"”) ~~approved~~appointed aneach ~~amendment~~of toJohn ~~the~~Maeda, ~~Company’s~~Tina ~~stock~~Edmundson ~~repurchase~~and ~~program~~Jeanne ~~authorizing~~Gang ~~an additional $200 million~~ to ~~fund~~the ~~share~~Board ~~repurchases.~~of ~~This~~Directors isof ~~in addition to~~ the ~~$66~~Company,~~261,320~~ ~~remaining,~~effective asJuly ~~of June 1~~24, 2024~~, under the stock repurchase program previously authorized by the Board~~.

~~Under~~Since ~~the repurchase program~~2022, ~~the~~Mr. ~~Company~~Maeda ~~may~~has ~~repurchase~~acted ~~shares~~as ~~from~~Vice ~~time~~President ~~to time in any manner management believes to be in the best interests~~ of ~~the Company and its shareholders~~Engineering, ~~including~~Head ~~through~~of ~~privately~~Computational ~~negotiated~~Design ~~transactions~~for ~~and~~Microsoft's ~~open~~AI ~~market purchases~~Platform, ~~which~~where ~~may~~he bedesigns ~~made~~how ~~pursuant~~software todevelopers ause ~~trading~~AI ~~plan~~models ~~adopted~~to intheir ~~accordance~~fullest. ~~with~~Since ~~Rule~~2023, ~~10b5-1~~Ms. ~~Repurchases~~Edmundson ~~will~~has beserved ~~made~~as atPresident ~~management’s~~for ~~discretion,~~Luxury ~~subject~~at toMarriott ~~general market conditions~~International, ~~alternative~~where ~~uses~~she ~~for~~oversees ~~capital,~~ the ~~Company~~company’s ~~financial~~global ~~performance,~~brand and ~~other~~operations ~~factors.~~strategy ~~The~~for ~~Company~~their ~~currently~~luxury ~~expects~~portfolio. toSince ~~fund~~1997, ~~any~~Ms. ~~repurchases~~Gang ofhas ~~its~~been ~~shares~~the ~~through~~founding ~~existing~~partner ~~cash~~of onthe ~~hand~~architecture and ~~future~~urban ~~cash~~design ~~flows~~practice, Studio Gang.

~~The~~In ~~repurchase~~connection ~~program~~with ~~may~~the beappointment ~~suspended,~~of ~~terminated~~Mr. Maeda, orMs. ~~modified~~Edmondson ~~at any time~~ and ~~from~~Ms. ~~time~~Gang to ~~time, and for any reason, including market conditions,~~ the ~~availability~~Board of ~~alternative investment opportunities~~Directors, ~~liquidity,~~the ~~and~~Board ~~other~~increased ~~factors deemed appropriate. These factors may also affect~~ the ~~timing~~size ~~and amount~~ of ~~share~~the ~~repurchases.~~Board ~~The~~from ~~repurchase~~nine ~~program~~members ~~does not obligate the Company~~ to ~~purchase~~twelve ~~any shares~~members.

~~Forward~~Each new director will be entitled to receive the compensation payable by the Company to its non-~~Looking~~employee ~~Statements~~directors, as disclosed under “Director Compensation” in the definitive proxy statement filed by the Company on September 1, 2023, in connection with its 2023 Annual Meeting of Shareholders.

~~This~~None ~~report includes forward-looking statements within the meaning~~ of ~~Section 27A of~~ the ~~Securities~~three ~~Act~~new ofdirectors ~~1933~~have ~~and~~yet ~~Section~~been ~~21E~~appointed ~~of the Securities Exchange Act of 1934. Forward-looking statements relate~~ to future events and anticipated results of operations, business strategies, the anticipated benefits of our acquisition of Knoll, the anticipated impact of the Knoll acquisition on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the Knoll acquisition, and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any ofBoard ~~the~~committees; ~~events~~none ~~anticipated~~have ~~by the forward-looking statements will transpire or occur, or if~~ any ofdirect ~~them do, what impact they will have on the results of operations and financial condition of MillerKnoll~~ or ~~the~~indirect ~~price~~material ofinterest MillerKnoll’s stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond MillerKnoll’s control, that could cause actual results to differ materially from those indicated in ~~such~~any ~~forward-looking~~transaction ~~statements,~~requiring ~~including~~disclosure ~~but~~under ~~not~~Item ~~limited~~404(a) to: global and national economic conditions including heightened inflation, uncertainty regarding future interest rates, foreign currency exchange rate fluctuations, escalating tensions in the Middle East, the continuation of ~~the~~Regulation ~~Russia~~S-~~Ukraine war, and potential governmental responses to these events~~K; ~~the impact of any government policies~~ and ~~actions~~none toare ~~protect~~a ~~the~~party ~~health and safety of individuals or~~ to ~~maintain~~any ~~the~~arrangement ~~functioning of national~~ or ~~global~~understanding ~~economies,~~with ~~and the Company's response to~~ any such policies and actions; the impact of public health crises, such as pandemics and epidemics; risks related to the additional debt incurred in connection with the Knoll acquisition; MillerKnoll’s ability to comply with its debt covenants and obligations; the risk that the anticipated benefits of the Knoll acquisition will be more costly to realize than expected; the effect of the Knoll acquisition on the ability of MillerKnoll to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom MillerKnoll does business, or on MillerKnoll’s operating results and business generally; the ability to successfully integrate Knoll’s operations; the ability of MillerKnoll to implement its plans, forecasts and other ~~expectations~~person ~~with~~pursuant ~~respect~~ to ~~MillerKnoll’s~~which ~~business~~he after the completion of the Knoll acquisition and realize expected synergies; the availability and pricing of raw materials; the financial strength of our dealers and the financial strength of our customers; the success of newly-introduced products; the pace and level of government procurement; and the outcome of pending litigation or ~~governmental~~she ~~audits~~was orselected investigations. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to MillerKnoll’s periodic reports and other filings with the SEC, including the risk factors identified in this report. The forward-looking statements included in this report are made only as ofa ~~the date hereof~~director. ~~MillerKnoll does not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.~~

A copy of the press release announcing the appointment of Mr. Maeda, Ms. Edmondson and Ms. Gang to the Board of Directors of the Company is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit Number			Description

99.1			Press release announcing appointment of John Maeda, Tina Edmundson and Jeanne Gang to the Board of Directors of MillerKnoll, Inc., issued by the Company on July 29, 2024.
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.

Date:

July 1729, 2024

MillerKnoll, Inc.

By:

/s/ Jeffrey M. Stutz

Jeffrey M. StutzChief Financial Officer

Filing Compare · MILLERKNOLL, INC.