MLR 8-K
Miller Industries Inc /Tn/ (MLR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.07Submission of Matters to a Vote of Security Holders.
On Friday, May 23, 2025, Miller Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Dalton, Georgia. As of the record date, April 1, 2025, there were 11,459,278 shares of the Company’s common stock entitled to vote at the Annual Meeting. At the Annual Meeting, 10,334,495 shares of common stock were present in person or by proxy, representing 90.18% of the Company’s 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 seven directors to hold office until the Company’s next annual meeting of shareholders in 2026, 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 | 7,072,812 | 2,355,399 | 906,284 | |||
Peter Jackson | 9,298,984 | 129,227 | 906,284 | |||
William G. Miller | 9,278,803 | 149,408 | 906,284 | |||
William G. Miller II | 9,288,161 | 140,050 | 906,284 | |||
Dr. Javier Reyes | 9,143,528 | 284,682 | 906,284 | |||
Dr. Susan Sweeney | 9,286,835 | 141,376 | 906,284 | |||
Leigh Walton | 8,022,258 | 1,405,953 | 906,284 |
2.The shareholders voted to approve the Miller Industries, Inc. 2025 Stock Incentive Plan, with the vote on the matter being reflected as follows:
For |
| Against |
| Abstain |
| Non-Votes |
8,986,541 | 377,774 | 63,896 | 906,284 |
3.The shareholders did not approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the vote on the matter being reflected as follows:
For |
| Against |
| Abstain |
| Non-Votes |
3,160,628 | 6,132,105 | 135,478 | 906,284 |
4.The shareholders voted to approve the ratification of the appointment of Elliot Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with the vote on the matter being reflected as follows:
For |
| Against |
| Abstain |
| Non-Votes |
10,015,947 | 308,976 | 9,572 | 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. | ||
By: | /s/ Frank Madonia | |
Frank Madonia | ||
Executive Vice President, General Counsel and Secretary | ||
Dated: May 28, 2025 | ||