MLR 8-K
Miller Industries Inc /Tn/ (MLR)
United States
Securities And Exchange Commission
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
(b) On Friday, June 21, 2024, Miller Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Dalton, Georgia. As of the record date, May 6, 2024, there were 11,469,960 shares of common stock entitled to vote at the Annual Meeting. There were present at the Annual Meeting, in person or by proxy, holders of 10,195,893 shares representing 88.89% of the common stock entitled to vote at the Annual Meeting.
The matters considered and voted on by the Company’s shareholders at the Annual Meeting, the votes cast for, withheld or against, and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
1. The shareholders elected each of the following nine directors to hold office until the annual meeting of shareholders in 2025, or until their successors are duly elected and qualified, with the vote on the matter being reflected as follows:
| Nominees | For | Withheld | Non-Votes | |||||||||
| Theodore H. Ashford III | 8,433,084 | 856,058 | 906,751 | |||||||||
| A. Russell Chandler III | 8,414,293 | 874,849 | 906,751 | |||||||||
| Peter Jackson | 8,836,455 | 452,687 | 906,751 | |||||||||
| William G. Miller | 9,161,852 | 127,290 | 906,751 | |||||||||
| William G. Miller II | 9,174,310 | 114,832 | 906,751 | |||||||||
| Javier Reyes | 9,130,391 | 158,752 | 906,751 | |||||||||
| Jill Sutton | 9,123,514 | 165,628 | 906,751 | |||||||||
| Susan Sweeney | 9,207,937 | 81,205 | 906,751 | |||||||||
| Leigh Walton | 8,515,859 | 773,283 | 906,751 | |||||||||
2. The shareholders voted to approve the compensation of the Company’s named executive officers, on an advisory basis, with the vote on the matter being reflected as follows:
| For | Against | Abstain | Non-Votes | |||||||||||
| 9,035,110 | 407,207 | 119,117 | 906,751 | |||||||||||
3. The shareholders voted for the ratification of the appointment of Elliot Davis, LLC as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending December 31, 2024, with the vote on the matter being reflected as follows:
| For | Against | Abstain | Non-Votes | |||||||||||
| 9,891,423 | 300,666 | 3,804 | 0 | |||||||||||
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.
| Miller Industries, Inc. (Registrant) | ||
| By: | /s/ Frank Madonia | |
| Frank Madonia | ||
| Executive Vice President, General Counsel and Secretary | ||
| Dated: June 25, 2024 | ||