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

Date of Report (Date of earliest event reported): ~~October~~December 267, 2020

Knoll, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-12907


Delaware						13-3873847
(State or other jurisdiction of						(IRS Employer
incorporation)						Identification No.)

1235 Water Street, East Greenville, Pennsylvania 18041

(Address of principal executive offices, including zip code)

(215) 679-7991

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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))

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.01 per share

KNL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 25.02. ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On ~~October~~December 267, 2020, Knoll, Inc. (the "Company") ~~issued~~approved a2021 ~~press~~non-equity ~~release~~incentive ~~reporting~~award ~~its~~targets ~~financial results~~ for the ~~three~~following ~~month~~executive ~~period~~officers ~~ending~~in ~~September 30, 2020. A copy of~~ the ~~press~~following ~~release~~amounts: ~~is attached as Exhibit 99.1 to this Current Report on Form 8-K.~~

~~The~~Andrew ~~Company~~B. ~~makes~~Cogan, ~~reference~~Chairman toand ~~non-GAAP~~Chief ~~financial~~Executive ~~measures~~Officer ~~in the attached press release. A reconciliation of these non~~-~~GAAP~~ ~~financial measures to the applicable GAAP financial measures is contained in the attached press release.~~$1,061,000

~~Item~~Charles 7W.~~01. Regulation~~ FDRayfield, ~~Disclosure~~Senior Vice President and Chief Financial Officer - $375,000

~~Knoll,~~Christopher ~~Inc~~M.'s ~~Chairman and Chief Executive Officer~~Baldwin, ~~Andrew~~COO ~~B. Cogan,~~ and ~~Senior Vice~~ President ~~and Chief Financial Officer~~, ~~Charles W. Rayfield, will meet with certain stockholders and investors during the fourth quarter of 2020. The materials used in connection with these meetings will be posted on~~ Knoll's ~~website~~Workplace at- ~~www.knoll.com under the heading "Fourth Quarter 2020 Investor Presentation."~~$500,000

Benjamin A. Pardo, Executive Vice President - Director of Design - $325,000

Copies of these awards are attached to this Current Report on Form 8-K as Exhibit 10.1, in the case of Mr. Cogan, and Exhibit 10.2, in the case of Messrs. Rayfield, Baldwin and Pardo. Pursuant to the award letters, each executive officer was granted a 2021 target non-equity incentive award equal to the amounts listed above (the “Target Amount”). The award would be paid in 2022 based on 2021 operating performance. The amount ultimately paid will depend on the executive officer’s achievement of individual goals and the Company’s achievement of its EBITDA plan as further set forth in the attached award letters; however, the Company's Board of Directors (or appropriate committee of the Company's Board of Directors) may exercise discretion in adjusting any award up or down based on factors deemed appropriate by the Company's Board of Directors (or appropriate committee of the Company's Board of Directors), but such award may not exceed one hundred fifty percent (150%) of the Target Amount, or two hundred percent (200%) of the Target Amount in the case of Mr. Cogan.

Item 9.01. Financial Statements and Exhibits

~~Exhibit~~(d) ~~99.1 - Press Release, dated October 26, 2020, concerning financial results.~~Exhibits

~~The~~Exhibit ~~information~~10.1 in- ~~this~~Form ~~report and in the attached press release shall not be deemed "filed" for purposes~~ of ~~Section~~Non-Equity 18Incentive ofCompensation ~~the~~Letter ~~Securities~~dated ~~Exchange~~December ~~Act of 1934~~2020, asfor ~~amended~~Chairman ~~(the~~and ~~"Exchange~~Chief ~~Act"),~~Executive or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.Officer

~~EXHIBIT~~Exhibit ~~INDEX~~10.2 - Form of Non-Equity Incentive Compensation Letter dated December 2020, for Named Executive Officers (other than CEO)

Exhibit No.						Description
EX-99.1						Press Release
EX 104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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 hereunto duly authorized.

Knoll, Inc.

~~Knoll, Inc.~~

Date: October 26, 2020

By:

/s/ Michael A. Pollner

Date: December 10, 2020

By:

/s/ Michael A. Pollner

Michael A. Pollner

Senior Vice President, Chief Administrative Officer, General Counsel & Secretary

Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

EXHIBIT INDEX


Exhibit No.						Description
EX - 10.1						Form of Non-equity Incentive Letter dated December 2020, for Chairman and Chief Executive Officer
EX - 10.2						Form of Non-Equity Incentive Letter dated December 2020, for Named Executive Officers (other than CEO)

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