Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 13, 2021, Herman Miller, Inc. ("Herman Miller") held a special meeting
of its shareholders (the "Special Meeting") to vote on the proposals identified
below, each of which is described in detail in the definitive joint proxy
statement/prospectus, dated June 11, 2021, which Herman Miller filed with the
U.S. Securities and Exchange Commission and mailed to its shareholders, in
connection with the merger contemplated by the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of April 19, 2021, by and among Herman Miller,
Heat Merger Sub, Inc., a wholly owned subsidiary of Herman Miller, and Knoll,
Inc. ("Knoll").
As of the close of business on June 7, 2021, the record date for the Special
Meeting, 59,029,165 shares of Herman Miller common stock were issued and
outstanding and entitled to vote at the Special Meeting. At the Special Meeting,
49,950,321 shares of Herman Miller common stock were represented in person (via
the Herman Miller special meeting website) or by proxy and, therefore, a quorum
was present. Proposal 1 below was approved by the requisite vote of Herman
Miller shareholders. Although sufficient votes were received to approve Proposal
2, an adjournment of the Special Meeting was not necessary due to the approval
of Proposal 1. The number of votes cast for or against, as well as abstentions,
with respect to each proposal is set out below:
1) To approve the issuance of Herman Miller common stock to Knoll stockholders in
connection with the merger contemplated by the Merger Agreement (the "Share Issuance
Proposal"). The Share Issuance Proposal was approved by the following vote:
Votes For Votes Against Abstentions
49,426,907 390,296 133,118
2) To approve the adjournment of the Special Meeting to a later date or dates, if
necessary or appropriate, to solicit additional proxies if there are not
sufficient votes at the time of the Special Meeting to approve the Share
Issuance Proposal or to ensure that any supplement or amendment to the joint
proxy statement/prospectus is timely provided to Herman Miller shareholders
(the "Adjournment Proposal"). The Adjournment Proposal was approved by the
following vote:
Votes For Votes Against Abstentions
46,141,084 3,714,114 95,123
Item 8.01 Other Events.
On July 13, 2021, Herman Miller and Knoll issued a joint press release
announcing the results of the Special Meeting and of the special meeting of
Knoll stockholders held on July 13, 2021. A copy of the joint press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
99.1 Joint Press Release, dated July 13, 2021, issued by Herman Miller, Inc.
and Knoll, Inc.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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