Michigan (State or Other Jurisdiction of Incorporation or Organization) | 38-0837640 (IRS Employer Identification Number) | |||||||
855 East Main Avenue Zeeland, MI (Address of Principal Executive Offices) | 49464 (Zip Code) |
Jacqueline H. Rice MillerKnoll, Inc. 855 East Main Avenue Zeeland, Michigan 49464 (Name and Address of Agent for Service) | Copies to: | Kimberly Baber Varnum LLP 333 Bridge Street N.W., Suite 1700 Grand Rapids, Michigan 49504 |
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
Emerging growth company | ☐ |
Item 3. | Incorporation of Documents by Reference. |
Item 8. | Exhibits. | ||||||||||
Exhibit Number | Document | ||||||||||
4.1 | Restated Articles of Incorporation, dated October 19, 2021, incorporated by reference to Exhibit 3(a) of the Registrant’s Form 10-Q Report filed with the SEC on January 5, 2022. | ||||||||||
4.2 | Amended and Restated Bylaws, dated April 18, 2023, incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K Report filed with the SEC on April 20, 2023. | ||||||||||
4.3 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, incorporated by reference to Exhibit 4.2 of the Registrant’s Form 10-K Report filed with the SEC on July 26, 2022. | ||||||||||
5* | |||||||||||
10(1) | Amended and Restated MillerKnoll, Inc. Employee Stock Purchase Plan, incorporated by reference to Appendix C to the Company’s proxy statement filed with the SEC on September 1, 2023. | ||||||||||
23.1* | |||||||||||
23.2* | Consent of Varnum LLP (included in Exhibit 5 and incorporated herein by reference). | ||||||||||
24* | Powers of Attorney (included on the signature page to this Registration Statement). | ||||||||||
107* |
MillerKnoll, Inc. (Registrant) | |||||
/s/ Jeffrey M. Stutz | |||||
Jeffrey M. Stutz Chief Financial Officer |
Date: October 17, 2023 | /s/ Andrea R. Owen | ||||
Andrea R. Owen, President, CEO (Principal Executive Officer), and Director | |||||
Date: October 17, 2023 | /s/ Jeffrey M. Stutz | ||||
Jeffrey M. Stutz, CFO (Principal Financial Officer and Principal Accounting Officer) | |||||
Date: October 17, 2023 | /s/ Douglas D. French | ||||
Douglas D. French, Director | |||||
Date: October 17, 2023 | /s/ John R. Hoke III | ||||
John R. Hoke III, Director | |||||
Date: October 17, 2023 | /s/ Lisa A. Kro | ||||
Lisa A. Kro, Director | |||||
Date: October 17, 2023 | /s/ Heidi J. Manheimer | ||||
Heidi J. Manheimer, Director | |||||
Date: October 17, 2023 | /s/ Candace S. Matthews | ||||
Candace S. Matthews, Director | |||||
Date: October 17, 2023 | /s/ Michael C. Smith | ||||
Michael C. Smith, Director | |||||
Date: October 17, 2023 | /s/ Michael R. Smith | ||||
Michael R. Smith, Director | |||||
Date: October 17, 2023 | /s/ Michael A. Volkema | ||||
Michael A. Volkema, Director |
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||||||||||||||||||||
Equity | Common Stock | Rules 457(c) and 457(h)(1) | 8,300,000(1) | $24.61(2) | $204,263,000(2) | 0.0001476 | $30,149.22(3) | |||||||||||||||||||||||||||||||||||||
Total Offering Amounts | $204,263,000 | $30,149.22 | ||||||||||||||||||||||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||||||||||||||||||||||
Net Fee Due | $30,149.22 |
(1) | Represents an additional 8,300,000 shares of Common Stock authorized for issuance under the MillerKnoll, Inc. 2023 Long-Term Incentive Plan (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such indeterminate number of additional shares as may be authorized in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from the payment of stock dividends or stock splits or certain other capital adjustments. |
(2) | For the purpose of computing the registration fee only, the price shown is based upon the price of $24.61 per share, the average of the high and low prices for the Common Stock of the Registrant as reported in the Nasdaq Global Select Market on October 13, 2023, in accordance with Rule 457(c) and (h)(1). |
(3) | Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the Plan. A Registration Statement on Form S-8 was filed on December 22, 2020, covering 7,182,670 shares of common stock reserved for issuance pursuant to the Plan. |
Re: | Registration Statement on Form S-8 Relating to the MillerKnoll, Inc. 2023 Long-Term Incentive Plan (the “Plan”) |
Very truly yours, | |||||
/s/ Varnum LLP |
/s/ KPMG LLP | |||||