☐
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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•
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First, we are being very intentional about unlocking the power of One Herman Miller to fully leverage our amazing portfolio of brands and global capabilities.
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Second, we are building a customer-centric and digitally enabled business model in both the contract and retail markets.
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Third, we have a range of initiatives focused on accelerating profitable growth in each of our business segments.
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Finally, we are reinforcing our commitment to our people, planet, and communities in a more integrated and deliberate way than ever before.
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1.
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To elect three directors, each for a term of three years.
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2.
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To ratify the Audit Committee's selection of KPMG LLP as Herman Miller's independent registered public accounting firm for fiscal year 2021.
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3.
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To approve the Herman Miller, Inc. 2020 Long-Term Incentive Plan.
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4.
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To vote, on an advisory basis, to approve the annual compensation of the Named Executive Officers.
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5.
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To transact such other business as may properly come before the meeting or any adjournment thereof.
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Page No.
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Solicitation of Proxies and Voting (Q&A)
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Financial Highlights from Fiscal 2020
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Proposal #1 - Election of Directors
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Corporate Governance and Board Matters
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Board Committees
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Proposal #2 - Ratification of Audit Committee's Selection of Independent Registered Public Accounting Firm
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Report of the Audit Committee
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Proposal #3 - Approval of the Herman Miller, Inc. 2020 Long-Term Incentive Plan
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Proposal #4 - Proposal to Approve, on an Advisory Basis, the Annual Compensation Paid to the Company's Named Executive Officers
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Voting Securities and Principal Shareholders
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Director and Executive Officer Information
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Letter from Board Executive Compensation Committee Chair
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Compensation Discussion and Analysis
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Executive Compensation Committee Report
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Summary Compensation Table
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Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested
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Nonqualified Deferred Compensation
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Potential Payments upon Termination, Death, Disability, Retirement, or Change in Control
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Pay Ratio
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Director Compensation
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Equity Compensation Plan Information
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Delinquent Section 16(a) Reports
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Certain Relationships and Related Party Transactions
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Reconciliation of Non-GAAP Financial Measures
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Submission of Shareholder Proposals
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Miscellaneous
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Appendix I - Herman Miller, Inc. 2020 Long-Term Incentive Plan
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•
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Online before the Annual Meeting: Go to www.proxyvote.com and follow the instructions. You may do this at your convenience, 24 hours a day, 7 days a week. You will need to have your proxy card or Notice of Internet Availability of Proxy Materials in hand. The deadline for online voting is 11:59 pm EDT, October 11, 2020.
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By Telephone: Call toll-free 1 800 690 6903 and follow the instructions. You may do this at your convenience, 24 hours a day, 7 days a week. You will need to have your proxy card or Notice of Internet Availability of Proxy Materials in hand. The deadline for voting by phone is 11:59 pm EDT, October 11, 2020.
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In Writing: If you received a proxy card, complete, sign, and date the proxy card and return it in the return envelope that we provided with your proxy card.
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At the Annual Meeting: Log on to www.virtualshareholdermeeting.com/MLHR2020. You will be able to vote electronically and submit questions at this site.
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submitted a signed proxy card or other form of proxy (through the telephone or internet); or
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logged into the virtual meeting using their 16-digit control number and voted electronically during meeting.
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Directors Whose Terms Expire in 2021
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David A. Brandon, Age 68, Director since 2011
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Principal Occupation(s) During Past Five Years:
Chairman and CEO, Toys "R" Us, Inc., 2015 to 2018
Director of Intercollegiate Athletics, University of Michigan, 2010 to 2014
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Other Public Directorships:
Domino's Pizza, Inc.
DTE Energy Company
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Mr. Brandon is the former Chairman and Chief Executive Officer of Toys "R" Us, Inc., a retailer of toys and juvenile products. Mr. Brandon joined Toys "R" Us in 2015 and officially left the company in May 2018. On September 18, 2017, Toys "R" Us filed a voluntary petition for relief under the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia (Richmond Division). Mr. Brandon served as the director of Intercollegiate Athletics at the University of Michigan from 2010 to 2014. Prior to that, he served as Chairman and Chief Executive Officer of Domino's Pizza, Inc., and as President and Chief Executive Officer of Valassis, Inc. from 1989 to 1998, and Chairman of its Board of Directors from 1997 to 1998.
Mr. Brandon's years of experience as a Chief Executive Officer of several publicly traded companies, his experience in global brand management, and his for-profit and non-profit board service bring a unique perspective to the Board of Directors.
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Douglas D. French, Age 66, Director since 2002
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Principal Occupation(s) During Past Five Years:
Managing Director, Santé Health Ventures since 2007
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Other Public Directorships:
None
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Mr. French has served as the founding partner of Santé Health Ventures, an early-stage healthcare venture fund, since 2007. Prior to joining Santé Health Ventures, he served as the President and Chief Executive Officer of Ascension Health, the largest not-for-profit health system in the US Mr. French has also served as CEO for St. Mary's Medical Center and St. Vincent Health System, both of Midwest Indiana. He has more than three decades of health management experience, including serving as a director for numerous public and private companies.
Mr. French's governance experience, as well as his leadership roles and expertise in the health management industry, provides a valuable resource to management and the Board of Directors.
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John R. Hoke III, Age 55, Director since 2005
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Principal Occupation(s) During Past Five Years:
Chief Design Officer, Nike, Inc. since 2017
Vice President, Nike Global Design, 2010 to 2017
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Other Public Directorships:
None
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Since joining Nike, Inc., a marketer of athletic footwear, apparel, equipment, accessories, and services, in 1993, Mr. Hoke has led the communication of Nike's culture of creativity internally and externally. He is currently the Chief Design Officer of Nike, Inc., having previously served as Vice President of Global Design, inspiring and overseeing an international team of designers. Mr. Hoke also serves as a director to several not-for-profit organizations relating to art and design.
Mr. Hoke's design expertise, both domestically and internationally, including his leadership role in a major, global enterprise, brings additional, insightful perspective to our Board of Directors.
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Directors Whose Terms Expire in 2021 (continued)
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Heidi J. Manheimer, Age 57, Director since 2014
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Principal Occupation(s) During Past Five Years:
Executive Chairman, Surratt Cosmetics LLC since 2017
Independent Consultant, 2015 to 2017
Chief Executive Officer, Shiseido Cosmetics America, 2006 to 2015
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Other Public Directorships:
None
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Ms. Manheimer is the Executive Chairman of Surratt Cosmetics LLC, a customizable beauty products and cosmetics company. Ms. Manheimer served as the Chief Executive Officer of Shiseido Cosmetics America, a global leader in skincare and cosmetics, from 2006 to 2015, as President of US Operations from 2002 to 2006, and as Executive Vice President and General Manager from 2000 to 2002. Prior to that she spent seven years at Barney's New York and seven years at Bloomingdales in the beauty care divisions, rising to senior leadership positions within each company. Ms. Manheimer currently sits on the Board of Directors of Burton Snowboards having been appointed in 2006. For many years, she has served on nonprofit and trade association boards, and she was elected Chairwoman of the Cosmetic Executive Women Foundation in 2014.
Ms. Manheimer’s extensive experience as a senior executive in the retail industry, experience with both ecommerce and international business practices, and service as a board member for both profit and nonprofit businesses provide a valuable resource to management and the Board of Directors.
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Directors Whose Terms Expire in 2022
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Lisa A. Kro, Age 55, Director since 2012
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Principal Occupation(s) During Past Five Years:
Chief Financial and Administrative Officer, Ryan Companies since 2019
Co-Founder, Managing Director, Mil City Capital L.P., 2010 to 2018
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Other Public Directorships:
None
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Ms. Kro is the Chief Financial and Administrative Officer at Ryan Companies, a national real estate services company. From 2010 to 2018 she co-founded and was Managing Director at the private equity firm Mill City Capital. From 2004 to 2010, Ms. Kro was the Chief Financial Officer and a Managing Director of Goldner Hawn Johnson & Morrison, also a private equity firm. Prior to joining Goldner Hawn, she was a partner at KPMG LLP, an international public accounting firm.
Ms. Kro's service in auditing, as well as her experience in the finance and capital environments, enable her to contribute to a number of financial and strategic areas of the Company. Her experience on other boards, including previous service as the financial expert on the Audit Committee of another publicly traded company, contributes to the oversight of the company's financial accounting controls and reporting. |
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Michael C. Smith, Age 50, Director since 2019
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Principal Occupation(s) During Past Five Years:
President and Chief Operating Officer, Stitch Fix, Inc. since 2012
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Other Public Directorships:
Ulta Beauty, Inc.
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Mr. Smith is the President and Chief Operating Officer of Stitch Fix, an online personal styling platform with more than 2.9 million clients. Mr. Smith has been an innovative leader in the digital and fast-paced online consumer sectors for more than 15 years, with leadership positions in eCommerce, operations, customer experience, and finance. He joined Stitch Fix in 2012 and was instrumental in helping to scale the business from a small start-up to the innovative public company it is today. Mr. Smith leads all operations for the company, including the Styling, Merchandising, and Customer Experience Teams.
Mr. Smith's expertise and passion for building smart, efficient, and customer-centric online experiences will help us improve our customer experience initiatives and growth of our global businesses. |
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Michael A. Volkema, Age 64, Director since 1995
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Principal Occupation(s) During Past Five Years:
Chairman of the Board, Herman Miller, Inc. since 2000
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Other Public Directorships:
Wolverine Worldwide, Inc.
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Mr. Volkema has been Chairman of the Board of Directors of Herman Miller, Inc. since 2000, serving as non-executive Chairman since 2004. He also served as CEO and President of the Company from 1995 to 2004. Mr. Volkema has more than 30 years of experience as a senior executive in the home and office furnishings industry. This experience includes corporate leadership, branded marketing, international operations, and public company finance and accounting through audit committee service.
Mr. Volkema is a key contributor to the Board based upon his knowledge of the Company's history and culture, operational experience, board governance knowledge, service on boards of other publicly held companies, and industry experience. |
Fiscal Year Ended (in millions)
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June 1, 2019
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May 30, 2020
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Audit Fees (1)
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$
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2.2
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$
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2.6
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Audit Related Fees
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0.1
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—
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Tax Fees (2)
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—
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0.3
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Total
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$
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2.3
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$
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2.9
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(1)
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Includes fees billed for the audit of and accounting consultations related to our consolidated financial statements included in our Annual Report on Form 10-K, including the associated audit of our internal controls, the review of our financial statements included in our quarterly reports on Form 10-Q, and services in connection with statutory and regulatory filings.
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(2)
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Includes fees billed for tax compliance, tax advice, and tax planning.
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Lisa A. Kro (Chair)
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Heidi J. Manheimer
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Michael C. Smith
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Name and Address of Beneficial Owner
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Amount and Nature of Beneficial Ownership
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Percent of Class
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BlackRock, Inc.(1)
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6,721,830
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11.42
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55 East 52nd Street
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New York, NY 10055
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The Vanguard Group, Inc.(2)
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5,439,299
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9.24
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PO Box 2600
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Valley Forge, PA 19482
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AQR Capital Management, LLC(3)
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2,950,905
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5.01
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Two Greenwich Plaza
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Greenwich, CT 06830
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(1)
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This information is based solely upon information as of June 30, 2020, contained in filings with the SEC on August 14, 2020 by BlackRock, Inc., including notice that it has, along with certain institutional investment managers for which it is the parent holding company, sole voting power as to 6,582,183 shares and sole dispositive power as to 6,721,830 shares.
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(2)
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This information is based solely upon information as of June 30, 2020, contained in a filing with the SEC on August 14, 2020 by The Vanguard Group Inc., including notice that it has sole dispositive power with respect to 5,335,259 shares, and shared voting power as to 61,677 shares, and shared dispositive power with respect to 104,040 shares.
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(3)
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This information is based solely upon information as of June 30, 2020, contained in a filing with the SEC on August 17, 2020 by AQR Capital Management, LLC, including notice that it has sole voting power as to 2,695,236 shares and shared dispositive power with respect to 2,950,905 shares.
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Name
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Amount and Nature of Beneficial Ownership
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Percent of Class(1)
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Mary Vermeer Andringa
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37,017
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0.06
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David A. Brandon(2)
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16,809
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0.03
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Douglas D. French(2)
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12,056
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0.02
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John R. Hoke III
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31,520
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0.05
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Lisa A. Kro
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22,025
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0.04
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Candace S. Matthews
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—
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0.00
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Heidi J. Manheimer
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18,938
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0.03
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Andi R. Owen
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see table below
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Michael C. Smith
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5,726
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0.01
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Michael A. Volkema
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125,000
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0.21
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(1)
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Percentages are calculated based upon shares outstanding plus shares that may be acquired under stock options exercisable within 60 days.
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(2)
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Excludes 2,199 Shares held in Mr. Brandon's deferred compensation account and 3,880 shares held in Mr. French's deferred compensation account.
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Name
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Amount and Nature of Beneficial Ownership(1)
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Percent of Class(2)
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Andi R. Owen
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51,632
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0.09
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Jeffrey M. Stutz
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102,865
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0.17
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Gregory J. Bylsma
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52,820
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0.09
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B. Ben Watson
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87,334
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0.15
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Megan Lyon
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1,253
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—
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All executive officers and directors as a group (21 persons)(3)
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616,727
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1.05
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(1)
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Includes the following number of shares with respect to which the NEOs have the right to acquire beneficial ownership under stock options exercisable within 60 days: 51,632 shares for Ms. Owen; 72,068 shares for Mr. Stutz; 21,629 shares for Mr. Bylsma; and 49,111 shares for Mr. Watson. Includes the following number of deferred equity units; 3,900 units for Mr. Stutz.
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(2)
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Percentages are calculated based upon shares outstanding plus shares that may be acquired under stock options exercisable within 60 days.
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(3)
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Included in this number are 218,005 shares with respect to which executive officers and directors that have the right to acquire beneficial ownership under options exercisable within 60 days. Includes the following number of deferred equity units 6,079.
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•
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10% pay reductions for all salaried staff. Andi Owen and the members of her leadership team took additional salary deferrals (50% and 15%, respectively)
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•
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Suspension of both the fiscal 2021 bonus plan and fiscal 2021 merit increases
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•
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Suspension of US retirement plan contributions
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•
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A global workforce rebalancing effort in early May that further reduced our compensation-related obligations
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•
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Approved an adjusted fiscal 2020 bonus, pro-rated and determined by performance through the first three quarters of the fiscal year (versus full-year performance) resulting in an annualized payout at 69.23% of target.
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•
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Approved vesting of July 2017 HMVA awards at 49.50% of target, determined by performance for the first 11 of 12 quarters of the 2017-2020 performance period.
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•
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Granted premium-priced stock options to the Company’s leadership team on July 14, 2020 intended to further align the leadership team with the goal of increasing shareholder value. These awards enhance the focus on the long-term impact of the critical steps management is taking to aid in the recovery from the effects of the COVID-19 pandemic and position the Company for future growth. The Board determined to grant premium-priced stock options, as opposed to other forms of incentive compensation, because of the long-term nature of options and their direct alignment with share price appreciation. These options vest ratably over a three-year period commencing on the first anniversary of the grant date and are in addition to the Company’s customary long-term incentive awards for fiscal 2021. The exercise price of each option was established at 110% of the closing stock price on the grant date (July 14, 2020).
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•
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Revisited the mix of our long-term incentives and approved the grant of fiscal 2021 LTI awards in a mix of 30% RSUs, 30% stock options, and 40% in PSUs. The RSUs and options were granted in July per our normal grant cycle. The PSU grant was delayed until no later than the end of the third quarter to provide management and
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•
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The temporary salary reductions described above were rescinded in early August.
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•
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We are evaluating alternatives for a fiscal 2021 bonus if we outperform the fiscal 2021 business plan.
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•
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Merit and retirement plan contributions remain suspended.
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•
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Link a material portion of executive officers' total annual compensation directly to the Company's performance.
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•
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Reinforce our commitment to our people, planet, and communities.
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•
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Align the interests of executive officers with the long-term interests of shareholders.
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Attract, motivate, and retain executive officers of outstanding ability.
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What We Do
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a
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Pay for Performance
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a
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Balance Long-Term and Short-Term Incentives
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a
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Benchmark Compensation Against an Appropriate Peer Group
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a
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Maintain Clawback Policy
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a
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Conduct an Annual Risk Assessment
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a
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Maintain Stock Ownership Requirements
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a
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Prohibit Hedging and Pledging
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a
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Limit Perquisites
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a
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Engage an Independent Compensation Consultant
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a
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Hold Executive Sessions at Each Committee Meeting
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What We Do Not Do
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x
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No Gross-Ups for Excise Taxes
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x
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No "Single Trigger" Severance
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x
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No Repricing of Options
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x
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No Guaranteed Compensation
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x
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No Dividends on Unvested Equity
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Name
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Threshold Incentive as % of Base Salary
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Target Incentive as % of Base Salary
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Maximum Incentive as % of Base Salary
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Andi R. Owen
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0%
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115%
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230%
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Jeffrey M. Stutz
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0%
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65%
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130%
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Gregory J. Bylsma
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0%
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65%
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130%
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B. Ben Watson
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0%
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65%
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130%
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Megan Lyon
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0%
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65%
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130%
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Name
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Target
Incentive Tied to Adjusted Operating Income
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Company
Performance
Factor
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Total Incentive Amount
Earned
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Incentive Amount
Deferred (1)
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||||||||
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($)
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(%)
|
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($)
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($)
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|||||||
Andi R. Owen
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$
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1,141,154
|
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115.00
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%
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0.6923
|
$
|
789,976
|
|
$
|
39,499
|
|
Jeffrey M. Stutz
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$
|
332,205
|
|
65.00
|
%
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0.6923
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$
|
229,988
|
|
$
|
25,299
|
|
Gregory J. Bylsma
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$
|
358,005
|
|
65.00
|
%
|
0.6923
|
$
|
247,850
|
|
$
|
24,785
|
|
B. Ben Watson
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$
|
312,855
|
|
65.00
|
%
|
0.6923
|
$
|
216,592
|
|
$
|
21,659
|
|
Megan Lyon
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$
|
312,855
|
|
65.00
|
%
|
0.6923
|
$
|
216,592
|
|
$
|
—
|
|
(1)
|
This amount represents the portion of the bonus that the NEO elected to defer under the Herman Miller, Inc. Executive Equalization Retirement Plan described later in this Compensation Discussion and Analysis.
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Name
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Target of LTI as a % of Base Salary
|
Restricted Stock Units
|
Adjusted Operating Income Performance Stock Units at Target
|
Revenue Growth Performance Stock Units at Target
|
||||
Andi R. Owen
|
275
|
%
|
15,319
|
|
25,976
|
|
17,317
|
|
Jeffrey M. Stutz
|
125
|
%
|
3,593
|
|
6,093
|
|
4,062
|
|
Gregory J. Bylsma
|
125
|
%
|
3,871
|
|
6,565
|
|
4,377
|
|
B. Ben Watson
|
125
|
%
|
3,384
|
|
5,738
|
|
3,826
|
|
Megan Lyon
|
125
|
%
|
3,384
|
|
5,738
|
|
3,826
|
|
•
|
A mix of award vehicles to deliver the target annual LTI award value: 30% RSUs, 30% stock options, and 40% PSUs
|
•
|
Granting the RSUs and stock options on our typical grant cycle in July
|
•
|
Delaying the grant of PSUs until no later than the end of the third quarter in fiscal 2021 to allow management and the Committee additional time to more thoroughly assess the rigor of the goals underlying the PSUs
|
•
|
Retaining a relative TSR modifier of +/- 25% for the PSUs
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Name
|
Restricted Stock Units
|
Stock Options (1)
|
||
Andi R. Owen
|
35,408
|
|
400,177
|
|
Jeffrey M. Stutz
|
8,305
|
|
104,182
|
|
Gregory J. Bylsma (2)
|
—
|
|
—
|
|
B. Ben Watson
|
7,822
|
|
90,007
|
|
Megan Lyon
|
7,822
|
|
69,102
|
|
(1)
|
Stock Options include the grant of premium-priced options as follows: Ms. Owen, 275,930 options; Mr. Stutz, 75,040 options; Mr. Watson, 62,560 options; and Ms. Lyon, 41,655 options.
|
(2)
|
As disclosed in our Form 8-K report filed on July 6, 2020, Mr. Bylsma notified the Company of his intent to retire no later than December 31, 2020, and therefore did not receive an LTI award in fiscal 2021.
|
American Woodmark Corporation
|
Kimball International, Inc.
|
Steelcase, Inc.
|
Armstrong World Industries, Inc.
|
Knoll, Inc.
|
Tempur Sealy International, Inc.
|
Ethan Allen Interiors, Inc.
|
La-Z-Boy, Inc.
|
Universal Forest Products, Inc.
|
Hill-Rom Holdings, Inc.
|
Leggett & Platt, Inc.
|
Williams-Sonoma, Inc.
|
HNI Corporation
|
Masonite International Corporation
|
Wayfair, Inc.
|
Interface, Inc.
|
RH aka Restoration Hardware Holdings, Inc.
|
|
JELD-WEN Holdings, Inc.
|
Sleep Number Corporation
|
|
•
|
The Herman Miller, Inc. Profit Sharing and 401(k) Plan: The Herman Miller, Inc. Profit Sharing and 401(k) Plan consists of two parts. First, we make a core contribution to an employee’s 401(k) account equal to 4% of base salary on a quarterly basis. The amount of salary included in the calculation is limited to the maximum salary level permitted by the IRS. Second, the 401(k) portion of the plan permits employees to make salary deferrals into the plan up to the maximum amount permitted by law. We also make a matching contribution to fully match employee contributions up to 4% of the employee’s compensation contribution.
|
•
|
President and Chief Executive Officer - 6 times base salary
|
•
|
Executive officers with LTIP target equal to or greater than 100% of salary - 4 times base salary
|
•
|
Certain other direct reports to the CEO - 3 times base salary
|
•
|
Other executive officers - 1 times base salary
|
David A. Brandon (chair)
|
Douglas D. French
|
Heidi J. Manheimer
|
Name and Principal Position
|
Year
|
Salary
($)(1)
|
|
Stock
Awards
($)(2)
|
|
|
Option
Awards
($)(2)
|
|
Non-Equity
Incentive Plan
Compensation ($)(3)
|
|
All Other
Compensation ($)(4)
|
|
Total ($)
|
|
Andi R. Owen (6)
|
2020
|
992,308
|
|
2,749,995
|
|
|
—
|
|
789,976
|
|
126,185
|
|
4,658,464
|
|
President and Chief Executive Officer
|
2019
|
742,308
|
|
1,837,820
|
|
|
624,997
|
|
776,100
|
|
226,895
|
|
4,208,120
|
|
Jeffrey M. Stutz
|
2020
|
511,084
|
|
747,908
|
|
(5)
|
—
|
|
229,988
|
|
59,365
|
|
1,548,345
|
|
Chief Financial Officer
|
2019
|
482,308
|
|
413,575
|
|
|
140,621
|
|
243,324
|
|
321,011
|
|
1,600,839
|
|
|
2018
|
442,116
|
|
734,197
|
|
|
146,670
|
|
265,888
|
|
40,183
|
|
1,629,054
|
|
Gregory J. Bylsma
|
2020
|
550,777
|
|
823,583
|
|
(5)
|
—
|
|
247,850
|
|
44,320
|
|
1,666,530
|
|
President, North America &
|
2019
|
493,846
|
|
427,319
|
|
|
145,311
|
|
252,010
|
|
322,357
|
|
1,640,843
|
|
Global Operations
|
2018
|
461,058
|
|
820,191
|
|
|
183,335
|
|
269,903
|
|
49,080
|
|
1,783,567
|
|
B. Ben Watson
|
2020
|
481,315
|
|
683,247
|
|
(5)
|
—
|
|
216,592
|
|
111,603
|
|
1,492,757
|
|
Chief Creative Officer
|
2019
|
450,769
|
|
284,507
|
|
|
96,753
|
|
227,413
|
|
407,293
|
|
1,466,735
|
|
|
2018
|
426,058
|
|
639,249
|
|
|
107,997
|
|
261,429
|
|
126,104
|
|
1,560,837
|
|
Megan Lyon (7)
|
2020
|
481,315
|
|
607,503
|
|
|
—
|
|
216,592
|
|
100,925
|
|
1,406,335
|
|
Chief Strategy Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Effective April 3, 2020, amounts reflect salary reductions of 10% of base salary for each NEO and an additional base salary deferral of 50% for Ms. Owen, and a 15% base salary deferral for Mr. Stutz, Mr. Bylsma, Mr. Watson, and Ms. Lyon.
|
(2)
|
For all NEOs, amounts represent the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are set forth in the Company's consolidated financial statements for the fiscal year ended May 30, 2020 included in our Annual Report on Form 10-K.
|
(3)
|
Includes the amounts earned in fiscal 2020 and paid in fiscal 2021 under the Annual Incentive Cash Bonus Plan as described in the Compensation Discussion and Analysis for the NEOs. Certain executives have elected to defer a part of the incentive under the Key Executive Deferred Compensation Plan. The amount of the deferrals and the corresponding Company contributions will be shown in next year's Nonqualified Deferred Compensation Table.
|
(4)
|
The amounts for fiscal 2020 for all other compensation are described in the table below.
|
(5)
|
This reported value includes the incremental cost recognized due to the modification of our 2017 HMVA PSU awards. On the modification date, the new fair value of the 2017 HMVA PSU award are as follows: Mr. Stutz, $102,870; Mr. Bylsma, $128,575; and Mr. Watson, $75,744.
|
(6)
|
Ms. Owen's employment with the Company commenced on August 21, 2018 (fiscal 2019).
|
(7)
|
Ms. Lyon's employment with the Company commenced on February 4, 2019 (fiscal 2019).
|
|
Bundled Benefits(1)
|
|
Long-term Disability Insurance
|
|
Relocation Expenses
|
|
Personal Use of Company Property
|
|
Nonqualified Deferred Compensation Contribution(2)
|
|
Comprehensive Physical Exam
|
|
Total Other
Compensation
|
|
Andi R. Owen
|
—
|
|
2,897
|
|
—
|
|
—
|
|
119,688
|
|
3,600
|
|
126,185
|
|
Jeffrey M. Stutz
|
15,216
|
|
2,943
|
|
—
|
|
—
|
|
37,606
|
|
3,600
|
|
59,365
|
|
Gregory J. Bylsma
|
—
|
|
3,435
|
|
—
|
|
—
|
|
40,885
|
|
—
|
|
44,320
|
|
B. Ben Watson
|
16,033
|
|
3,543
|
|
—
|
|
58,171
|
|
33,856
|
|
—
|
|
111,603
|
|
Megan Lyon
|
—
|
|
377
|
|
93,348
|
|
—
|
|
—
|
|
7,200
|
|
100,925
|
|
(1)
|
Bundled Benefits are provided on a calendar year basis and include accounting fees, cell phone fees, club dues, family travel, education and training, home office expenses, vehicle expenses, and life insurance. Benefits for Messrs. Stutz and Watson include the approved amount for calendar 2019. The bundled benefits program was discontinued as of 2019 fiscal year-end and all allowable calendar year expenses were incurred during fiscal 2019.
|
(2)
|
Amounts represent the Company's contribution to the Herman Miller, Inc. Executive Equalization Retirement Plan.
|
Name
|
Grant
Date
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards (2)
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
All Other Stock Awards: Number
of Shares of Stock or Units (#)(3)
|
|
All Other Option Awards:
Number of Securities Underlying Options (#)
|
Exercise
or
Base Price
of Option Awards
($/Sh)
|
Grant Date
Fair Value
of Stock
and Option
Awards ($)(4)
|
|
|||||
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
|
Threshold
(#)
|
Target
(#)
|
|
Maximum
(#)
|
|
|
||||||
Andi R. Owen
|
07/16/19
|
|
|
|
|
0
|
25,976
|
|
51,952
|
|
|
|
|
|
|
1,237,497
|
|
|||
|
07/16/19
|
|
|
|
|
|
17,317
|
|
34,634
|
|
|
|
|
|
824,982
|
|
||||
|
07/16/19
|
|
|
|
|
|
|
|
|
15,319
|
|
|
|
687,517
|
|
|||||
|
|
0
|
|
1,141,154
|
|
2,282,308
|
|
|
|
|
|
|
|
|
|
|
||||
Jeffrey M. Stutz
|
07/16/19
|
|
|
|
|
0
|
6,093
|
|
12,186
|
|
|
|
|
|
|
290,271
|
|
|||
|
07/16/19
|
|
|
|
|
|
4,062
|
|
8,124
|
|
|
|
|
|
|
193,514
|
|
|||
|
07/16/19
|
|
|
|
|
|
|
|
|
3,593
|
|
|
|
161,254
|
|
|||||
|
|
0
|
|
332,205
|
|
664,410
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Gregory J. Bylsma
|
07/16/19
|
|
|
|
|
0
|
6,565
|
|
13,130
|
|
|
|
|
|
|
312,757
|
|
|||
|
07/16/19
|
|
|
|
|
|
4,377
|
|
8,754
|
|
|
|
|
|
|
208,520
|
|
|||
|
07/16/19
|
|
|
|
|
|
|
|
|
3,871
|
|
|
|
173,730
|
|
|||||
|
|
0
|
|
358,005
|
|
716,010
|
|
|
|
|
|
|
|
|
|
|
||||
B. Ben Watson
|
07/16/19
|
|
|
|
|
0
|
5,738
|
|
11,476
|
|
|
|
|
|
|
273,358
|
|
|||
|
07/16/19
|
|
|
|
|
|
3,826
|
|
7,652
|
|
|
|
|
|
|
182,271
|
|
|||
|
07/16/19
|
|
|
|
|
|
|
|
|
3,384
|
|
|
|
151,874
|
|
|||||
|
|
0
|
|
312,855
|
|
625,710
|
|
|
|
|
|
|
|
|
|
|
||||
Megan Lyon
|
07/16/19
|
|
|
|
|
0
|
5,738
|
|
11,476
|
|
|
|
|
|
|
273,358
|
|
|||
|
07/16/19
|
|
|
|
|
|
3,826
|
|
7,652
|
|
|
|
|
|
|
182,271
|
|
|||
|
07/16/19
|
|
|
|
|
|
|
|
|
3,384
|
|
|
|
151,874
|
|
|||||
|
|
0
|
|
312,855
|
|
625,710
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Under the Executive Incentive Cash Bonus Plan, executives can earn incentive compensation based on the achievement of certain Company performance goals. The actual Cash Bonus amount paid with respect to any year may range from zero to two times of the target based upon the relative achievement of our Adjusted Operating Income targets as set forth in the Summary Compensation Table above.
|
(2)
|
The PSUs represent the right to receive shares of the Company's common stock, and such shares are to be issued to participants at the end of a measurement period beginning in the year that PSUs are granted. The units reflect the number of shares of common stock that may be issued if certain Revenue and Operating Income goals are met, subject to a modifying metric of relative TSR. The PSUs provide that the total number of shares which finally vest may vary between 0 and 200% of the target amount depending upon performance goals and cliff vest after three years.
|
(3)
|
The RSUs represent the right to receive shares of the Company's common stock. These units reflect fair market value of the common stock as of the date of grant and cliff vest after three years.
|
(4)
|
Aggregate grant date values are computed in accordance with FASB ASC Topic 718. For PSUs, the grant date fair value was determined based upon the vesting at 100% of the target units awarded.
|
Name
|
Grant
Date
|
Option Awards
|
|
Stock Awards
|
|||||||||||||
|
|
Number of
Securities
Underlying Unexercised
Options (#)(1) Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)(1) Unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)(2)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)(3)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
|
|
Andi R. Owen
|
08/22/18
|
25,816
|
|
51,631
|
|
38.15
|
|
08/22/28
|
|
16,901
|
|
389,061
|
|
28,547
|
|
657,152
|
|
|
07/16/19
|
|
|
|
|
|
|
|
15,470
|
|
356,119
|
|
43,293
|
|
996,605
|
|
|
Jeffrey M. Stutz
|
07/19/16
|
37,441
|
|
—
|
|
31.86
|
|
07/19/26
|
|
|
|
|
|
||||
|
07/18/17
|
15,301
|
|
7,652
|
|
33.75
|
|
07/18/27
|
|
4,572
|
|
105,247
|
|
4,346
|
|
100,045
|
|
|
07/16/18
|
5,837
|
|
11,675
|
|
38.30
|
|
07/19/26
|
|
3,788
|
|
87,200
|
|
6,319
|
|
145,463
|
|
|
07/16/19
|
|
|
|
|
|
|
3,628
|
|
83,517
|
|
10,155
|
|
233,768
|
|
||
Gregory J. Bylsma
|
07/18/17
|
—
|
|
9,565
|
|
33.75
|
|
07/18/27
|
|
5,715
|
|
131,559
|
|
5,432
|
|
125,045
|
|
|
07/16/18
|
6,032
|
|
12,064
|
|
38.30
|
|
07/16/28
|
|
3,914
|
|
90,100
|
|
6,529
|
|
150,298
|
|
|
07/16/19
|
|
|
|
|
|
|
|
3,909
|
|
89,985
|
|
10,942
|
|
251,885
|
|
|
B. Ben Watson
|
07/18/11
|
7,388
|
|
—
|
|
25.75
|
|
07/18/21
|
|
|
|
|
|
|
|
|
|
|
07/17/12
|
9,363
|
|
—
|
|
18.17
|
|
07/17/22
|
|
|
|
|
|
|
|
|
|
|
07/19/16
|
22,710
|
|
—
|
|
31.86
|
|
07/19/26
|
|
|
|
|
|
||||
|
07/18/17
|
—
|
|
5,634
|
|
33.75
|
|
07/18/27
|
|
3,367
|
|
77,508
|
|
3,200
|
|
73,664
|
|
|
07/16/18
|
—
|
|
8,033
|
|
38.30
|
|
07/16/28
|
|
2,606
|
|
59,990
|
|
4,347
|
|
100,068
|
|
|
07/16/19
|
|
|
|
|
|
|
|
3,417
|
|
78,659
|
|
9,564
|
|
220,163
|
|
|
Megan Lyon
|
02/04/19
|
|
|
|
|
|
|
|
2,549
|
|
58,678
|
|
|
|
|
||
|
07/16/19
|
|
|
|
|
|
|
|
3,417
|
|
78,659
|
|
9,564
|
|
220,163
|
|
(1)
|
Options vest in three equal annual installments beginning on the first anniversary of the grant date.
|
(2)
|
The awards issued reflect credited dividends through the end of fiscal 2020 and cliff vest after three years.
|
(3)
|
Assumes a stock price of $23.02 per share, which was the closing price of a share of common stock on the last trading day of fiscal 2020.
|
(4)
|
The PSU awards cliff vest after three years, depending upon the achievement of certain performance goals.
|
Name
|
Option Awards
|
|
Stock Awards
|
||||||
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)(1)
|
|
|
Number of Shares Acquired on Vesting (#)
|
|
Value Realized on Vesting ($)(2)
|
|
Andi R. Owen
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Jeffrey M. Stutz
|
20,092
|
|
261,598
|
|
|
12,866
|
|
522,781
|
|
Gregory J. Bylsma
|
63,791
|
|
807,533
|
|
|
19,284
|
|
809,009
|
|
B. Ben Watson
|
33,133
|
|
367,521
|
|
|
15,578
|
|
646,948
|
|
Megan Lyon
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(1)
|
Represents the difference between the exercise price and the fair market value of our common stock on the date of exercise.
|
(2)
|
Value based on the closing market price of the Company's common stock on the vesting date.
|
Name
|
Executive Officer Contributions in Last Fiscal Year ($)(1)
|
|
Registrant Contributions in Last Fiscal Year ($)(2)
|
|
Aggregate Earnings in Last Fiscal Year ($)(3)
|
|
Aggregate Withdrawals/
Distributions ($)
|
|
Aggregate Balance at Fiscal Year End ($)
|
|
Andi R. Owen
|
86,497
|
|
119,688
|
|
(6,030
|
)
|
—
|
|
221,350
|
|
Jeffrey M. Stutz
|
67,176
|
|
37,606
|
|
24,313
|
|
—
|
|
464,057
|
|
Gregory J. Bylsma
|
79,784
|
|
40,885
|
|
26,699
|
|
254,709
|
|
378,952
|
|
B. Ben Watson
|
70,312
|
|
33,856
|
|
38,504
|
|
—
|
|
739,967
|
|
Megan Lyon
|
6,075
|
|
—
|
|
(242
|
)
|
—
|
|
5,833
|
|
(1)
|
Amounts in this column represent the deferrals of base salary earned in fiscal 2020 which are included in Summary Compensation Table under Salary, plus deferral of amounts earned in fiscal 2019 and paid in fiscal 2020 under the Annual Incentive Cash Bonus Plan which was included in the fiscal 2019 Summary Compensation Table under Non-Equity Incentive Plan Compensation.
|
(2)
|
Amounts in this column represent the Company's contribution and are included in the "All Other Compensation" column of the Summary Compensation Table.
|
(3)
|
Amounts reflect increases (decreases) in value of the employee's account during the year, based upon deemed investment of deferred amounts.
|
Name
|
Benefit
|
Death ($)
|
|
Disability ($)
|
|
Retirement ($)
|
|
Without Cause ($)
|
|
Change in Control ($)
|
|
Andi R. Owen
|
Cash Severance(1)
|
—
|
|
—
|
|
—
|
|
1,500,000
|
|
6,450,000
|
|
|
Restricted Stock Units(2)
|
745,181
|
|
745,181
|
|
—
|
|
325,877
|
|
745,181
|
|
|
Performance Stock Units(3) (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
162,409
|
|
|
Stock Options
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Health and Welfare(5)(6)
|
—
|
|
—
|
|
—
|
|
46,619
|
|
46,619
|
|
|
Total
|
745,181
|
|
745,181
|
|
—
|
|
1,872,496
|
|
7,404,209
|
|
Jeffrey M. Stutz
|
Cash Severance(1)
|
—
|
|
—
|
|
—
|
|
774,000
|
|
1,702,800
|
|
|
Restricted Stock Units(2)
|
275,985
|
|
275,985
|
|
—
|
|
175,902
|
|
275,985
|
|
|
Performance Stock Units(3) (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
35,342
|
|
|
Stock Options
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Health and Welfare(5)(6)
|
—
|
|
—
|
|
—
|
|
31,647
|
|
31,647
|
|
|
Total
|
275,985
|
|
275,985
|
|
—
|
|
981,549
|
|
2,045,774
|
|
Gregory J. Bylsma
|
Cash Severance(1)
|
—
|
|
—
|
|
—
|
|
834,000
|
|
1,834,800
|
|
|
Restricted Stock Units(2)
|
311,647
|
|
311,647
|
|
296,649
|
|
204,308
|
|
311,647
|
|
|
Performance Stock Units(3) (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
36,517
|
|
|
Stock Options
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Health and Welfare(5)(6)
|
—
|
|
—
|
|
—
|
|
47,191
|
|
47,191
|
|
|
Total
|
311,647
|
|
311,647
|
|
296,649
|
|
1,085,499
|
|
2,230,155
|
|
B. Ben Watson
|
Cash Severance(1)
|
—
|
|
—
|
|
—
|
|
729,000
|
|
1,603,800
|
|
|
Restricted Stock Units(2)
|
216,156
|
|
216,156
|
|
203,045
|
|
131,707
|
|
216,156
|
|
|
Performance Stock Units(3) (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
24,313
|
|
|
Stock Options
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Health and Welfare(5)(6)
|
—
|
|
—
|
|
—
|
|
37,601
|
|
37,601
|
|
|
Total
|
216,156
|
|
216,156
|
|
203,045
|
|
898,308
|
|
1,881,870
|
|
Megan Lyon
|
Cash Severance(1)
|
—
|
|
—
|
|
—
|
|
729,000
|
|
1,603,800
|
|
|
Restricted Stock Units(2)
|
137,349
|
|
137,349
|
|
—
|
|
46,303
|
|
137,349
|
|
|
Performance Stock Units(3) (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Stock Options
|
|
|
|
|
—
|
|
||||
|
Health and Welfare(5)(6)
|
—
|
|
—
|
|
—
|
|
27,797
|
|
27,797
|
|
|
Total
|
137,349
|
|
137,349
|
|
—
|
|
803,100
|
|
1,768,946
|
|
(1)
|
"Without Cause" amount equals 18 months of base salary and "CIC" amount equals 3x (CEO) or 2x (Other NEOs) base salary + greater of prior year actual bonus or current year target bonus.
|
(2)
|
Awards are not pro-rated for "Death", "Disability" and "CIC." Awards are pro-rated for "Retirement" (if granted within the past 12 months and Retirement definition is met) and "Without Cause".
|
(3)
|
For "Death," awards are either pro-rated for the number of months between the grant date or start of performance period and termination date. For "Disability" and "Without Cause," awards are eligible for continued vesting (i.e., no accelerated vesting) after pro-ration. For "CIC," actual shares earned are equal to target shares adjusted for actual performance. The following actual performance estimates were used: Herman Miller Value Added PSUs granted in 2018 = 0% of target, Relative TSR PSUs granted in 2018 = 58% of target, Operating Income PSUs granted in 2019 = 0% of target.
|
(4)
|
There is no accelerated vesting of stock options or PSUs under a "Retirement" scenario. Awards, in full or pro-rated, either continue to vest or are forfeited (if Retirement definition is not met).
|
(5)
|
For Health and Welfare benefits, "Without Cause" amount equals 18 months of benefits continuation and "CIC" amount equals 36 months (CEO) or 24 months (other NEOs) benefits continuation.
|
(6)
|
Other benefits reflect outplacement ($25,000).
|
•
|
18 months’ base salary continuation for NEOs if they are terminated for reasons other than cause
|
•
|
Maintain health insurance during salary continuation period
|
•
|
Employee provides the Company with a release of all claims and agrees not to work for a competitor during the salary continuation period
|
–
|
A third party becomes the owner of 35% or more of the Company's stock,
|
–
|
A majority of the Board of Directors is composed of persons who are not recommended by the existing Board, or
|
–
|
Under certain transactions involving a merger or reorganization, a sale of all or substantially all of the Company's assets, or a liquidation in which the Company does not maintain certain control thresholds.
|
–
|
The Executive is assigned duties which are materially different from or inconsistent with the duties, responsibilities and status of Executive's position at any time during the six (6) month period prior to the Change of Control , or which result in a significant reduction in Executive's authority and responsibility as an executive of the Company or a Subsidiary,
|
–
|
A reduction in the Executive's base salary, target value of the annual incentive, or target value of the long-term incentive plan awards,
|
–
|
The Company requires the Executive be based at a location in excess of 50 miles from the facility, which is the Executive’s principal business office,
|
–
|
A reduction of 5% or more in the aggregate benefits provided to the Executive and their dependents under the Company’s employee benefit plans, or
|
–
|
The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement.
|
–
|
A lump sum cash amount equal to Executive-'s annual base salary, multiplied by two
|
–
|
A lump sum cash amount equal to two (or three, in the case of the CEO) times the greater of (1) the Executive's average bonus of the previous three years or (2) the Executive's target bonus for the fiscal year in which the Change of Control occurs, plus a prorated amount of Executive's target bonus for the fiscal year in which the termination date occurs
|
–
|
Healthcare coverage, and life and disability insurance for the twenty-four (or thirty-six, in the case of the CEO) consecutive month period beginning immediately after the Termination Date
|
–
|
Outplacement services up to a maximum of $25,000
|
–
|
All outstanding awards held by Executive under the Company’s Long-Term Incentive Plan shall vest in full as of the Termination Date. Specific treatment of each award type is summarized in the "Vesting of Outstanding Long-Term Incentive Awards" section below.
|
•
|
The annual total compensation of our Chief Executive Officer was $4,658,464.
|
•
|
The annual total compensation of our identified median employee was $52,819.
|
•
|
The ratio of the annual total compensation of our Chief Executive Officer to that of our identified median employee was 88 to 1.
|
Item
|
Description
|
Determination Date
|
March 31, 2018
|
Employee Population
|
Total employee population (excluding the CEO) as of the determination date was 7,626.
|
Consistently Applied Compensation Measure (CACM)
|
Gross wages, measured over twelve-months ending on the determination date. For new hires, we annualized gross wages for any employees hired during the twelve-month period ending on March 31, 2018. For non-US employees, values were converted into USD using the exchange rates in effect on the determination date.
|
Name
|
Fees Earned or Paid in Cash ($)(1)
|
|
Stock Awards ($)(2)
|
|
All Other Compensation ($)(3)
|
|
Total ($)
|
|
Mary Vermeer Andringa
|
90,000
|
|
120,000
|
|
—
|
|
210,000
|
|
David A. Brandon
|
215,000
|
|
—
|
|
—
|
|
215,000
|
|
Douglas D. French
|
215,000
|
|
—
|
|
22,280
|
|
237,280
|
|
John R. Hoke III
|
200,000
|
|
—
|
|
—
|
|
200,000
|
|
Lisa A. Kro
|
240,000
|
|
—
|
|
—
|
|
240,000
|
|
Heidi J. Manheimer
|
102,500
|
|
97,500
|
|
—
|
|
200,000
|
|
Candace S. Matthews(4)
|
—
|
|
—
|
|
—
|
|
—
|
|
Michael C. Smith
|
100,000
|
|
100,000
|
|
—
|
|
200,000
|
|
Michael A. Volkema
|
300,000
|
|
—
|
|
—
|
|
300,000
|
|
(1)
|
The amounts shown in the “Fees Earned or Paid in Cash” column include amounts that may be deferred under the Non-employee Officer and Director Deferred Compensation Plan. Amounts deferred are retained as units associated with hypothetical investments under the plan. The plan permits non-employee directors to elect to defer amounts that they would otherwise receive as director fees. Directors at the time of deferral elect the deferral period. These amounts may also reflect contributions to the Michael Volkema Scholarship fund which awards college scholarships to children of employees. During fiscal 2020, nine of the directors who received fees contributed a portion to the fund.
|
(2)
|
Amounts represent the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are set forth in the Company's consolidated financial statements for the fiscal year ended May 30, 2020, included in our Annual Report on Form 10-K.
|
(3)
|
Represents value received on product purchases under employee discount program.
|
(4)
|
Ms. Matthews was appointed to the Board on August 21, 2020, and did not receive any compensation in fiscal 2020.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
|
|
|
|
(a)
|
|
|
|
|||
Equity compensation plans approved by security holders
|
1,006,860
|
|
$
|
33.5147
|
|
2,458,201
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
||
Total
|
1,006,860
|
|
$
|
33.5147
|
|
2,458,201
|
|
(1)
|
The number of shares that remain available for future issuance under our plans is 2,458,201 which includes 1,867,287 under the 2011 Long-Term Incentive Plan and 590,914 under the Employees' Stock Purchase Plan.
|
|
May 30, 2020
|
June 1, 2019
|
||||
(Loss) Earnings per Share - Diluted
|
$
|
(0.15
|
)
|
$
|
2.70
|
|
|
|
|
||||
Less: Adjustments Related to Adoption of US Tax Cuts and Jobs Act
|
—
|
|
(0.02
|
)
|
||
Less: Investment fair value adjustments, after tax
|
—
|
|
(0.03
|
)
|
||
Add: Inventory step up on HAY equity method investment, after tax
|
—
|
|
0.01
|
|
||
Less: Gain on consolidation of equity method investments
|
(0.63
|
)
|
—
|
|
||
Add: Special charges, after tax
|
0.15
|
|
0.18
|
|
||
Add: Impairment charges, after tax
|
2.90
|
|
—
|
|
||
Add: Restructuring expenses, after tax
|
0.34
|
|
0.13
|
|
||
Adjusted Earnings Per Share - Diluted
|
$
|
—
|
|
$
|
—
|
|
|
|
|
||||
Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted
|
58,920,653
|
|
59,381,791
|
|
|
Nine Months Ended
February 29, 2020
|
Nine Months Ended
March 2, 2019
|
||||||||||||||||||||||
|
North America
|
International
|
Retail
|
Total
|
North America
|
International
|
Retail
|
Total
|
||||||||||||||||
Net Sales, as reported
|
$
|
1,322.5
|
|
$
|
388.1
|
|
$
|
300.2
|
|
$
|
2,010.8
|
|
$
|
1,252.8
|
|
$
|
359.9
|
|
$
|
283.5
|
|
$
|
1,896.2
|
|
% change from PY
|
5.6
|
%
|
7.8
|
%
|
5.9
|
%
|
6.0
|
%
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Proforma Adjustments
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisitions
|
(8.9
|
)
|
(45.0
|
)
|
—
|
|
(53.9
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Currency Translation Effects (1)
|
0.3
|
|
4.2
|
|
0.1
|
|
4.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Organic Net Sales
|
$
|
1,313.9
|
|
$
|
347.3
|
|
$
|
300.3
|
|
$
|
1,961.5
|
|
$
|
1,252.8
|
|
$
|
359.9
|
|
$
|
283.5
|
|
$
|
1,896.2
|
|
% change from PY
|
4.9
|
%
|
(3.5
|
)%
|
5.9
|
%
|
3.4
|
%
|
|
|
|
|
|
May 30, 2020
|
June 1, 2019
|
||||||||||||||||||||||||||||
|
North America
|
International
|
Retail
|
Corporate
|
Total
|
North America
|
International
|
Retail
|
Corporate
|
Total
|
||||||||||||||||||||
Operating Earnings (loss)
|
$
|
130.9
|
|
$
|
18.2
|
|
$
|
(148.3
|
)
|
$
|
(39.2
|
)
|
$
|
(38.4
|
)
|
$
|
189.7
|
|
$
|
57.8
|
|
$
|
5.3
|
|
$
|
(49.3
|
)
|
$
|
203.5
|
|
% Net sales
|
8.2%
|
3.6%
|
(38.5)%
|
|
(1.5)%
|
11.2%
|
11.7%
|
1.4%
|
|
7.9%
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Add: Special charges
|
7.5
|
|
2.9
|
|
—
|
|
1.9
|
|
12.3
|
|
0.6
|
|
0.2
|
|
0.8
|
|
11.5
|
|
13.1
|
|
||||||||||
Add: Impairment charges
|
43.2
|
|
23.2
|
|
139
|
|
—
|
|
205.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Add: Restructuring expenses
|
18.7
|
|
4.8
|
|
2.9
|
|
—
|
|
26.4
|
|
7.7
|
|
2.5
|
|
—
|
|
—
|
|
10.2
|
|
||||||||||
Adjusted Operating Earnings (loss)
|
$
|
200.3
|
|
$
|
49.1
|
|
$
|
(6.4
|
)
|
$
|
(37.3
|
)
|
$
|
205.7
|
|
$
|
198.0
|
|
$
|
60.5
|
|
$
|
6.1
|
|
$
|
(37.8
|
)
|
$
|
226.8
|
|
% Net Sales
|
|
|
|
|
|
|
|
8.3
|
%
|
|
|
|
|
8.8
|
%
|
|
Nine Months Ended
February 29, 2020
|
Nine Months Ended
March 2, 2019
|
||||||||
Net Sales
|
$
|
2,010.8
|
|
100.0
|
%
|
$
|
1,896.2
|
|
100.0
|
%
|
Gross Margin
|
744.9
|
|
37.0
|
%
|
681.7
|
|
36.0
|
%
|
||
Total Operating Expenses
|
571.9
|
|
28.4
|
%
|
534.8
|
|
28.2
|
%
|
||
Operating Earnings
|
173.0
|
|
8.6
|
%
|
146.9
|
|
7.7
|
%
|
||
|
|
|
|
|
||||||
Adjustments
|
|
|
|
|
||||||
Special Charges
|
7.6
|
|
0.4
|
%
|
11.3
|
|
0.6
|
%
|
||
Restructuring
|
9.6
|
|
0.5
|
%
|
1.7
|
|
0.1
|
%
|
||
Adjusted Operating Earnings
|
$
|
190.2
|
|
9.5
|
%
|
$
|
159.9
|
|
8.4
|
%
|
% change from PY
|
18.9
|
%
|
|
|
|
|