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
Date of Report (Date of earliest event reported): May 31, 2023 (
(Exact Name of Registrant as Specified in Its Charter)
|
(State or Other Jurisdiction of Incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
(Zip Code)
(
(Registrant’s telephone number, including area code)
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(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:
| 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 | ||
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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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. ¨
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
(b) On Friday, May 26, 2023, Miller Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Dalton, Georgia. As of the record date, April 4, 2023, there were 11,416,716 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 10,395,514 shares representing 90.86% 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 ten directors to hold office until the annual meeting of shareholders in 2023, 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 | 9,084,066 | 477,368 | 834,080 | |||
| A. Russell Chandler III | 8,924,116 | 637,318 | 834,080 | |||
| Peter Jackson | 9,197,889 | 363,545 | 834,080 | |||
| William G. Miller | 9,035,037 | 526,397 | 834,080 | |||
| William G. Miller II | 9,393,798 | 167,636 | 834,080 | |||
| Javier Reyes | 9,455,040 | 106,394 | 834,080 | |||
| Richard H. Roberts | 8,929,044 | 632,390 | 834,080 | |||
| Jill Sutton | 9,502,732 | 58,702 | 834,080 | |||
| Susan Sweeney | 9,498,312 | 63,122 | 834,080 | |||
| Leigh Walton | 8,572,051 | 989,383 | 834,080 |
2. The shareholders voted to approve the Miller Industries, Inc. 2023 Non-Employee Director Stock Plan, with the vote on the matter being reflected as follows:
| For | Against | Abstain | ||
| 9,348,357 | 198,471 | 14,606 |
3. The shareholders voted on a non-binding advisory basis, to approve the compensation of the Company’s named executive officers, with the vote on the matter being reflected as follows:
| For | Against | Abstain | ||
| 9,035,110 | 407,207 | 119,117 |
4. The shareholders voted on a non-binding, advisory basis, to approve one year as the frequency for future advisory votes on executive compensation, with the vote on the matter being reflected as follows:
| One Year | Two Years | Three Years | Abstain | |||
| 8,650,446 | 5,594 | 791,282 | 114,112 |
5. 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 30, 2023, with the vote on the matter being reflected as follows:
| For | Against | Abstain | ||
| 9,994,889 | 391,456 | 9,169 |
(d) As recommended by the Board of Directors of the Company, more shares voted in favor of a one-year frequency for future shareholder advisory votes on executive compensation than for either of the other alternatives. In accordance with Item 5.07(d) of Form 8-K, the Company now reports that, after considering the outcome of this advisory vote, the Board of Directors has determined that the Company will hold the advisory (non-binding) vote on executive compensation once every year until the next required advisory vote on frequency, which will be no later than the Company’s annual meeting of shareholders occurring six years from the date of the Annual Meeting.
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: May 31, 2023 | ||