8-K

UnitedStates

Securities And Exchange Commission

Washington, DC 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2020 (February 6, 2020)

MILLER INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

8503 Hilltop Drive, Ooltewah, Tennessee

37363

(Address of Principal Executive Offices)

(Zip Code)

(423) 238-4171

(Registrant’s telephone number, including area code)

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

On February 6, 2020, the Board of Directors (the “Board”) of Miller Industries, Inc. (the “Company”), on the recommendation of its Nominating Committee, voted to increase its size from five directors to seven directors and to appoint Leigh Walton and Deborah L. Whitmire, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, to fill the newly-created vacancies, effective as of February 10, 2020. The Board has appointed Ms. Walton to the Audit Committee, the Compensation Committee and the Nominating Committee of the Board.

Neither Ms. Walton nor Ms. Whitmire has any arrangements or understandings with any other person pursuant to which she was appointed to the Board, nor does either of them have a relationship or related transaction with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K of the Securities and Exchange Commission in connection with her appointment as a director of the Company.

Ms. Walton will receive the standard non-employee director compensation provided to the Company’s current non-employee directors, prorated for the portion of the fiscal year that she serves. The Company’s non-employee director compensation program is described under the heading “Non-Employee Director Compensation for 2018” in the Company’s most recent proxy statement, as filed with the Securities and Exchange Commission on April 17, 2019, which description is incorporated herein by reference. Ms. Whitmire will not receive any additional compensation for serving on the Board.

Ms. Walton and Ms. Whitmire will also enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 1998 and is incorporated herein by reference.

A copy of the press releases announcing the appointment of Ms. Walton and Ms. Whitmire to the Board are being attached as Exhibit 99.1 and Exhibit 99.2, respectively.

(d)       Exhibits.

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.

Dated: February 10, 2020

MILLER INDUSTRIES ANNOUNCES ELECTION OF LEIGH WALTON TO BOARD OF DIRECTORS

CHATTANOOGA, Tenn., February 10, 2020/PRNewswire/ -- Miller Industries, Inc. (NYSE: MLR) (the "Company") today announced that Leigh Walton, a partner at the law firm of Bass, Berry & Sims PLC, has been elected to its Board of Directors, effective February 10, 2020. Ms. Walton was elected to the Board at the same time as Deborah Whitmire, the Company’s Executive Vice President, Chief Financial Officer and Treasurer. With Ms. Walton’s election, the Board has been expanded to include four independent directors, along with three Company executives. Ms. Walton will also serve as a member of the Board’s Audit, Compensation and Nominating Committees.

“We are excited to welcome Ms. Walton to our Board of Directors. She brings a fresh perspective and a wealth of experience to the Board through her extensive tenure at Bass, Berry & Sims,” said William G. Miller, executive Chairman of the Board. “Although new to our Board, we have known Leigh since she first worked on our 1994 initial public offering as counsel to the underwriters. We feel fortunate to be able to attract someone with such outstanding credentials in the world of corporate governance, and at the same time advance our commitment to diversity in the leadership of our Company.”

Ms. Walton has more than 40 years of experience advising public companies in the areas of corporate governance, mergers and acquisitions, private equity transactions and securities offerings at Bass, Berry & Sims PLC. Ms. Walton served for three years as the chair of the American Bar Association’s Mergers & Acquisitions Committee, an organization with over 5,000 members in 40 countries. In September 2019, Ms. Walton was also elected as a member of the prestigious 2019 Class of Fellows by the American College of Governance Counsel, a professional, educational, and honorary association of lawyers widely recognized for their achievements in the field of corporate governance. Ms. Walton earned a B.A. from Randolph-Macon Woman’s College and a J.D. from Vanderbilt Law School.

About Miller Industries

Miller Industries is The World's Largest Manufacturer of Towing and Recovery Equipment®, and markets its towing and recovery equipment under a number of well-recognized brands, including Century®, Vulcan®, Chevron™, Holmes®, Challenger®, Champion®, Jige™, Boniface™, Titan® and Eagle®.

MILLER INDUSTRIES ANNOUNCES ELECTION OF Deborah Whitmire TO BOARD OF DIRECTORS

CHATTANOOGA, Tenn., February 10, 2020/PRNewswire/ -- Miller Industries, Inc. (NYSE: MLR) (the "Company") today announced that Deborah Whitmire, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, has been elected to its Board of Directors, effective February 10, 2020. Ms. Whitmire was elected to the Board at the same time as Leigh Walton, a partner at the law firm of Bass, Berry & Sims PLC. With Ms. Whitmire’s election, the Board has been expanded to seven directors.

“We are delighted to welcome Ms. Whitmire to our Board of Directors. Debbie has provided invaluable expertise and leadership as a seasoned member of our executive team and we are confident that she will be a significant asset to the Board,” said William G. Miller, executive Chairman of the Board. “The addition of Debbie to our Board reflects our focus on diversity and our commitment to advancing the Company’s strategy.”

Ms. Whitmire has been employed by the Company since 1996. She has served as the Company’s Executive Vice President, Chief Financial Officer and Treasurer since January 2017, after serving as the Company’s Vice President and Corporate Controller from January 2014 to December 2016. Prior to that time, she served in various finance and accounting positions with Miller Industries Towing Equipment Inc. from March 2005 to January 2014. Ms. Whitmire earned a B.S. in accounting from WGU Tennessee and an A.S. in Accounting Technology from Chattanooga State Community College.

About Miller Industries

Miller Industries is The World's Largest Manufacturer of Towing and Recovery Equipment®, and markets its towing and recovery equipment under a number of well-recognized brands, including Century®, Vulcan®, Chevron™, Holmes®, Challenger®, Champion®, Jige™, Boniface™, Titan® and Eagle®.