Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders (the "Special Meeting") of Knoll, Inc., a
Delaware corporation ("Knoll") was held virtually via the Internet on July 13,
2021 at 8:30 AM, Eastern Time. The Special Meeting was held in order to vote
upon the proposals set forth in the definitive joint proxy statement of Knoll
and Herman Miller, Inc. ("Herman Miller"), which also constitutes a prospectus
of Herman Miller, filed with the Securities and Exchange Commission (the "SEC")
on June 11, 2021 (as amended and supplemented by Knoll in its Current Report on
Form 8-K, filed with the SEC on July 1, 2021, the "Joint Proxy
Statement/Prospectus") relating to the merger transaction (the "Merger")
contemplated by the Agreement and Plan of Merger, dated as of April 19, 2021
(the "Merger Agreement"), among Herman Miller, Heat Merger Sub, Inc. and Knoll.
As of the close of business on June 7, 2021, the record date for the Special
Meeting, there were 49,440,762 shares of Knoll's common stock, par value $0.01
per share ("Knoll Common Stock"), outstanding (excluding shares of restricted
stock that are not entitled to vote) and 169,165 shares of Knoll's Series A
Convertible Preferred Stock, par value $1.00 per share ("Knoll Preferred Stock"
and, together with Knoll Common Stock, "Knoll Capital Stock"), outstanding,
representing a total of 59,539,913 shares of Knoll Common Stock eligible to vote
at the Special Meeting (with the holders of Knoll Preferred Stock voting on an
as-converted basis). A total of 46,593,473.21 shares of Knoll Common Stock
(including shares of Knoll Common Stock underlying the Knoll Preferred Stock)
were present in person (via the Special Meeting website) or by proxy at the
Special Meeting, representing 78.26% of the total voting power of the holders of
Knoll Capital Stock voting as a single class (with the holders of Knoll
Preferred Stock voting on an as-converted basis), which constituted a quorum to
conduct business at the Special Meeting. Each holder of Knoll Common Stock was
entitled to one vote for each share of Knoll Common Stock held of record as of
the record date for the Special Meeting, and each holder of Knoll Preferred
Stock was entitled to one vote for each share of Knoll Common Stock underlying
each share of Knoll Preferred Stock held of record as of the record date for the
Special Meeting, which was equivalent to 59.7 votes per share of Knoll Preferred
Stock.
The following are the voting results of the proposals considered and voted upon
at the Special Meeting, each of which is described in the Joint Proxy
Statement/Prospectus :
Proposal No. 1
To adopt the Merger Agreement. The proposal was approved by the votes indicated
below:
Votes For Votes Against Votes Abstaining Broker Non-Votes
46,310,610.21 225,928
56,935 0
Proposal No. 2
To approve, by a non-binding advisory vote, certain compensation that may be
paid or become available to Knoll's named executive officers that is based on or
otherwise relates to the Merger. The proposal was approved by the votes
indicated below:
Votes For Votes Against Votes Abstaining Broker Non-Votes
45,327,713.21 1,191,748 74,012 0
Proposal No. 3
To adjourn the Special Meeting, if necessary or appropriate, to solicit
additional proxies if there are not sufficient votes at the time of the Special
Meeting to approve Proposal No. 1 or to ensure that any supplement or amendment
to the Joint Proxy Statement/Prospectus is timely provided to Knoll
stockholders. Although the proposal was approved by the votes indicated below,
an adjournment of the Special Meeting was not necessary due to the approval of
Proposal No. 1.
Votes For Votes Against Votes Abstaining Broker Non-Votes
44,231,376.21 2,284,310 77,787 0
Item 8.01 Other Events
On July 13, 2021, Knoll and Herman Miller issued a joint press release
announcing the voting results from the Special Meeting and the special meeting
of shareholders of Herman Miller held on July 13, 2021 in connection with the
Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Joint Press Release, dated July 13, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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