mlhr-20210621

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

June 21, 2021

Date of Report (Date of earliest event reported)

__________________________________________

HERMAN MILLER, 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	MLHR	NASDAQ

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 21, 2021, the Board of Directors (the “Board”) of Herman Miller, Inc. (the “Company”) appointed Michael R. Smith to the Board, effective immediately. Since September 2016, Mr. Smith has served as Executive Vice President and Chief Financial Officer of McCormick & Company, Inc., a Fortune 500 company that manufactures, markets and distributes spices, seasoning mixes, condiments and other flavorful products.

In connection with the appointment of Mr. Smith, the Board increased the size of the Board from 10 members to 11 members. Mr. Smith was also appointed to the Audit Committee of the Board effective immediately. Mr. Smith qualifies as an independent director under the NASDAQ listing standards.

As a director, Mr. Smith will participate in the Company’s director compensation program described in the Company’s most recent annual proxy statement filed with the Securities and Exchange Commission on September 1, 2020, and to be described in the Company’s annual proxy statement to be filed in 2021. There are no arrangements or understandings between Mr. Smith and any other person pursuant to which he was elected as a director. There are no transactions in which Mr. Smith has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Smith to the Board is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Number Description

99.1 Press release announcing appointment of Michael R. Smith to the Board of Directors of Herman Miller, Inc., issued by the Company on June 22, 2021.

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.


Dated:	June 22, 2021	HERMAN MILLER, INC.
		(Registrant)
		By:	/s/ Kevin J. Veltman Kevin J. Veltman
			Vice President of Investor Relations & Treasurer (Duly Authorized Signatory for Registrant)

Document

Exhibit 99.1

Herman Miller Names Experienced Financial Executive Mike R. Smith to Board of Directors

Smith joins the Company’s Board of Directors and the Audit Committee of the Board of Directors, effective June 21, 2021.

June 22, 2021

Zeeland, Mich. – Herman Miller announced today the unanimous action by the Board of Directors to appoint Mike R. Smith to the Board of Directors and the Audit Committee of the Board of Directors, effective June 21, 2021.

Smith is Executive Vice President and Chief Financial Officer for McCormick & Company, Incorporated, a global leader in flavor. As a Fortune 500 company, McCormick manufactures, markets, and distributes spices, seasoning mixes, condiments, and other flavorful products to the entire food industry. As CFO, Smith leads controllership, financial accounting and reporting, tax, treasury, investor relations, financial planning and analysis, global business improvement, enterprise risk, and internal audit for the company. He is also a member of McCormick’s Management Committee and Investment Committee.

“Mike brings extensive global financial management expertise to our Board,” said Mike Volkema, Chairman of the Board. “His guidance will be invaluable as we continue to grow and diversify Herman Miller Group around the world.”

Smith has served in a variety of financial leadership roles in his 30-year career with McCormick, including Senior Vice President Capital Markets and Chief Financial Officer for North America, Chief Financial Officer and Vice President Finance for EMEA, Vice President Treasury and Investor Relations, and Vice President Finance and Administration for U.S. Consumer Products. He has provided financial leadership in areas including strategic planning, cost management, shared services, and acquisitions.

"Mike brings broad financial expertise and will provide critical perspective to help us further accelerate our growth strategy and create even more value for our shareholders,” said Andi Owen, President and CEO.

Smith is a CPA and began his career in public accounting at Coopers & Lybrand. Smith graduated summa cum laude from the University of Notre Dame with a degree in Accountancy. He is a member of the American Institute of Certified Public Accountants and the Maryland Association of Certified Public Accountants. He also serves on the Board of Directors for Catholic Charities of the Archdiocese of Baltimore and the University of Maryland St. Joseph Medical Center.

“I’m honored to be joining Herman Miller’s Board of Directors,” said Smith. “The company’s core values of inclusion and integrity align closely to my personal values, and the management team has done an impressive job managing the challenges brought on by the COVID-19 pandemic. The business is well-positioned to capitalize on exciting growth opportunities in the future and I look forward to being part of what’s to come.”

Herman Miller has eleven board members from a variety of industries including retail, healthcare, and manufacturing.

Press contact: media_relations@hermanmiller.com

About Herman Miller

Herman Miller is a globally recognized leader in design. Since its inception in 1905, the company’s innovative, problem-solving designs and furnishings have inspired the best in people wherever they live, work, learn, heal, and play. In 2018, Herman Miller created Herman Miller Group, a purposefully selected, complementary family of brands that includes Colebrook Bosson Saunders, Design Within Reach, Geiger, HAY, Maars Living Walls, Maharam, naughtone, and Nemschoff. Guided by a shared purpose—design for the good of humankind—Herman Miller Group shapes places that matter for customers while contributing to a more equitable and sustainable future for all. For more information visit www.hermanmiller.com/about-us