UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
January 6, 2009
(Date of earliest event reported)
HERMAN MILLER, INC.
(Exact name of registrant as specified in its charter)
| Michigan (State or Other Jurisdiction of incorporation) |
001-15141 (Commission File No.) |
38-0837640 (IRS Employer Identification No.) |
| 855 East Main Avenue Zeeland, Michigan (Address of Principal Executive Offices) |
49464 (Zip Code) |
(616) 654-3000
(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 (see General Instruction A.2. below):
[_] 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))
Item 2.02. Results of Operations and Financial Condition
On January 6, 2009, Herman Miller, Inc. announced a reduction of base salary and Long Term Incentive grants for the CEO and all eight members of the Executive Leadership Team, including the Named Executive Officers. The Board of Directors also announced a reduction to their annual director compensation retainer. A copy of the announcement is attached as Exhibit 99.1.
The information in this Form 8-K and the attached Exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
| 99.1 | Announcement dated January 6, 2009 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: January 7, 2009 | HERMAN MILLER, INC. (Registrant) By: /s/ Curtis S. Pullen —————————————— Curtis S. Pullen Chief Financial Officer |
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Exhibit 99.1
On January 6, 2009, the Executive Compensation Committee and the Board of Directors, approved a voluntary reduction of the annual base salary of the CEO and all eight members of the Executive Leadership Team, including the Named Executive Officers, for a period of 12 months beginning January 1, 2009. The Board also approved a voluntary reduction in the Named Executive Officers Long Term Incentive grants that would be payable in July 2009 for the current fiscal year. The base salary for all of the Executive Leadership Team, except for the CEO, will be reduced by five percent (5%). The base salary of the President and CEO will be reduced by ten percent (10%). The target value of the Long Term Incentive grants to be given to the CEO and Executive Leadership Team in July 2009 will be reduced by fifty percent (50%) from the previously announced targets.
The Base Salary and Long Term Incentive grants for the Named Executive Officers as shown in the Compensation Discussion and Analysis section of the 2008 Proxy have been adjusted as follows:
| Name/Compensation | Current Base Salary | Base Salary (1/1/2009 to 12/31/2009) | Current Target LTI as % of Base | July 2009 LTI As % of Base | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Brian Walker | $ | 720,000 | $ | 648,000 | 225 | % | 112.5 | % | ||||||
| Curt Pullen | $ | 350,000 | $ | 332,500 | 100 | % | 50 | % | ||||||
| Gary Miller | $ | 293,000 | $ | 278,350 | 100 | % | 50 | % | ||||||
| Ken Goodson | $ | 270,000 | $ | 256,500 | $ | 206,000 | $ | 103,000 | ||||||
| Beth Nickels | $ | 277,000 | $ | 263,150 | 60 | % | 30 | % | ||||||
| Andy Lock | $ | 330,000 | $ | 313,500 | 100 | % | 50 | % | ||||||
Additionally, the Board of Directors reduced their annual director compensation retainer from $120,000 to $108,000, or 10 percent, for a period of 12 months beginning January 1, 2009.
Michael A. Volkema, Chairman of the Board of Directors said, “The current economic environment is very challenging. This past quarter the company announced a series of actions designed to enable the company to meet these challenges. The Executive Management Team and Board of Directors believe it is important that leadership personally share in the company’s cost reduction efforts. On behalf of the Board of Directors, I want to thank the leadership team and the employee-owners of Herman Miller for their hard work, creativity and diligence. We remain confident that Herman Miller will continue to find creative ways to successfully navigate this period of great economic uncertainty.