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:
March 4, 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On March 4, 2009, Herman Miller, Inc. announced a reduction of base salary and Long Term Incentive grants for the CEO and all members of the Executive Leadership Team, including the Named Executive Officers. This action is in addition to the reduction that was previously announced on January 7, 2009. 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 March 4, 2009 |
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: March 4, 2009 | HERMAN MILLER, INC. (Registrant) By: /s/ Gregory J. Bylsma —————————————— Gregory J. Bylsma Chief Financial Officer |
Exhibit 99.1
On March 3, 2009, the Executive Compensation Committee and the Board of Directors approved a further reduction in the annual base salary of the CEO and of certain other Named Executive Officers to be as shown below. The changes are effective as of March 9, 2009. These adjustments are in addition to those described in the Company’s earlier Form 8-K filed January 7, 2009. In addition the Executive Compensation Committee reduced by ten percent (10%) the annual base salary of the corporate officers whose salaries were not adjusted in January 2009 and reduced by fifty percent (50%) the target value of the July 2009 Long Term Incentive grants to be given to such corporate officers.
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 | Base Salary in Proxy | Base Salary (efffective 3/9/2009) | Target LTI As % of Base per Proxy | Revised July 2009 LTI As % of Base | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Brian Walker | $ | 720,000 | $ | 583,000 | 225 | % | 113 | % | ||||||
| Curt Pullen | $ | 350,000 | $ | 300,000 | 100 | % | 50 | % | ||||||
| Ken Goodson | $ | 270,000 | $ | 231,000 | $ | 206,000 | $ | 103,000 | ||||||
| Andy Lock | $ | 330,000 | $ | 283,000 | 100 | % | 50 | % | ||||||
Additionally, on March 3, 2009, the Executive Compensation Committee also set the compensation of Greg Bylsma who was appointed Chief Financial Officer at the February 9, 2009 Board of Directors’ meeting. Mr. Bylsma’s base salary was set at $225,000, his target cash incentive was set at 60% and his target Long Term Incentive Grant was set at 50% of his base compensation.