| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/04/2020 |
3. Issuer Name and Ticker or Trading Symbol
HERMAN MILLER INC [ MLHR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 747 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Non-Qualified Stock Option (right to buy) | (1) | 07/14/2030 | Common Stock | 2,774 | 21.38 | D | |
| Non-Qualified Stock Option (right to buy) | (1) | 07/14/2030 | Common Stock | 10,000 | 23.52(2) | D | |
| Restricted Stock Units | (3) | (3) | Common Stock | 877 | (4) | D | |
| Restricted Stock Units | (5) | (5) | Common Stock | 1,094 | (4) | D | |
| Restricted Stock Units | (6) | (6) | Common Stock | 2,372 | (4) | D | |
| Explanation of Responses: |
| 1. The stock options granted on July 14, 2020 vest in three equal annual installments beginning on the first anniversary of the grant date. |
| 2. The exercise price of this premium-priced option is equal to 110% of the closing price of Herman Miller's common stock on the date of grant. |
| 3. The restricted stock units granted on July 16, 2018 have a three-year cliff vest. |
| 4. Each restricted stock unit represents a contingent right to receive one share of MLHR common stock |
| 5. The restricted stock units granted on July 16, 2019 have a three-year cliff vest. |
| 6. The restricted stock units granted on July 14, 2020 have a three-year vest schedule, vesting 25% on 8/1/2021, 25% on 8/1/2022, and 50% on 8/1/2023. |
| By: Chase M. Wirth For: John P. Michael | 09/04/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
-exhibit 24-
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Jacqueline H. Rice, Kevin J. Veltman, and Chase M. Wirth, or either of them, the undersigned’s true and lawful attorney-in-fact to:
| (1) | Execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Herman Miller, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder: |
| (2) | Do and perform any and all acts for and on behalf of the undersigned which may be necessary to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and |
| (3) | Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August 2020.
| /s/ John P. Michael ——————————————— John P. Michael |
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated Jacqueline H. Rice, Kevin J. Veltman, and Chase M. Wirth to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the United States Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Herman Miller, Inc. The authority of Jacqueline H. Rice, Kevin J. Veltman, and Chase M. Wirth under this Statement shall continue until the undersigned is no longer required to file Forms 4 and 5 with regard to the undersigned’s ownership of or transactions in securities of Herman Miller, Inc., unless earlier revoked in writing. The undersigned acknowledges that Jacqueline H. Rice, Kevin J. Veltman, and Chase M. Wirth are not assuming, nor is Herman Miller, Inc. assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
| Dated: August 13, 2020 | /s/ John P. Michael ——————————————— John P. Michael |