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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 2, 2019

Knoll, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number:  001-12907
Delaware
 
13-3873847
(State or other jurisdiction of
 
(IRS Employer
incorporation)
 
Identification No.)

1235 Water Street
East Greenville
 
Pennsylvania
 
18041
(Address of principal executive offices, including zip code)

(215) 679-7991
(Registrant’s telephone number, including area code)

(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
 
Name of exchange on which registered
Common Stock, par value $0.01 per share
 
KNL
 
New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 2, 2019, Knoll, Inc. (the "Company") approved 2020 non-equity incentive awards for the following executive officers: Andrew B. Cogan, Chairman and Chief Executive Officer, Charles W. Rayfield, Senior Vice President and Chief Financial Officer, Michael A. Pollner, Senior Vice President, Chief Administrative Officer, General Counsel and Secretary, Benjamin A. Pardo, Executive Vice President - Director of Design, and David L. Schutte, Executive Vice President - Lifestyle. Copies of these awards are attached to this Current Report on Form 8-K as Exhibit 10.1, in the case of Mr. Cogan, and Exhibit 10.2, in the case of Messrs. Rayfield, Pollner, Pardo and Schutte. Pursuant to the award letters, each executive officer was granted a 2020 target non-equity incentive award equal to one hundred percent (100%) of his base salary, or $275,000 in the case of Michael A. Pollner (the “Target Amount”). The award would be paid in 2021 based on 2020 operating performance. The amount ultimately paid will depend on the executive officer’s achievement of individual goals and the Company’s achievement of its EBITDA plan as further set forth in the attached award letters; however, the Company's Board of Directors (or appropriate committee of the Company's Board of Directors) may exercise discretion in adjusting any award up or down based on factors deemed appropriate by the Company's Board of Directors (or appropriate committee of the Company's Board of Directors), but such award may not exceed one hundred fifty percent (150%) of the Target Amount, or two hundred percent (200%) of the Target Amount in the case of Mr. Cogan.


Item 9.01. Financial Statements and Exhibits

(d) Exhibits
Exhibit 10.1 - Form of Non-Equity Incentive Compensation Letter for Chairman and Chief Executive Officer

Exhibit 10.2 - Form of Non-Equity Incentive Compensation Letter for Named Executive Officers (other than CEO)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document included as Exhibit 101)





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.

 
 
 
 
 
 
Knoll, Inc.
 
 
 
Date: December 6, 2019
 
 
 
By:
/s/ Michael A. Pollner
 
 
Michael A. Pollner
 
 
Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

EXHIBIT INDEX
Exhibit No.
 
Description
 
Form of Non-Equity Incentive Letter for Chairman and Chief Executive Officer

 
Form of Non-Equity Incentive Letter for Named Executive Officers (other than CEO)
EX 104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document included as Exhibit 101)





Exhibit 10.1 December 2, 2019 Andrew Cogan New York, NY Dear Andrew: It is my pleasure to inform you that you will be a participant in the 2020 Knoll, Inc. Incentive Compensation Program with a target incentive amount equal to one hundred percent (100%) of your base salary (the “Target Amount”). In 2019 our efforts to diversify our sources of revenue into higher margin Lifestyle categories while leveraging these businesses to capture a greater share of our clients’ workplace needs led to better than industry top line growth. When combined with efforts to improve the profitability of our Office segment we were able to grow our profits and improve our profitability. As leaders in 2020 we must continue to focus on improving our profitability, gaining market share, targeting under-penetrated markets, and building our constellation of design driven brands. Your 2020 incentive payout will be based on your achievement of your individual goals and Knoll’s achievement of its 2020 EBITDA plan as follows: SHORT TERM INCENTIVE 2020 Management Incentive Target: $ _____________ -If Knoll achieves at least seventy-five percent (75%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of fifty percent (50%) of your Target. -If Knoll achieves at least eighty-five percent (85%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of seventy-five percent (75%) of your Target. -If Knoll achieves at least ninety percent (90%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of ninety percent (90%) of your Target. -If Knoll achieves at least one hundred percent (100%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of one hundred twenty five (125%) of your Target. -If Knoll achieves at least one hundred ten percent (110%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of one hundred fifty percent (150%) of your Target. -If Knoll achieves at least one hundred twenty percent (120%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of two hundred percent (200%) of your Target. This award is subject to the approval of the Knoll, Inc. Board of Directors (or appropriate committee of the Knoll, Inc. Board of Directors), which may exercise discretion in adjusting your award up or down based on factors the Board of Directors (or appropriate committee of the Knoll, Inc. Board of Directors) deems appropriate, including Knoll’s performance relative to the industry, other macroeconomic factors and your individual performance but such award cannot exceed two hundred percent (200%) of your base salary in any event. You must be employed by Knoll on the date this award is distributed in order to receive this incentive. I have great confidence in your ability to contribute to our success in 2020 and look forward to the opportunity to present you with your award in early 2021. Thank you for all that you do for Knoll. Sincerely, _______________

 
Exhibit 10.2 December 2, 2019 ______________ ______________ Dear __________: It is my pleasure to inform you that you will be a participant in the 2020 Knoll, Inc. Incentive Compensation Program. In 2019 our efforts to diversify our sources of revenue into higher margin Lifestyle categories while leveraging these businesses to capture a greater share of our clients’ workplace needs led to better than industry top line growth. When combined with efforts to improve the profitability of our Office segment we were able to grow our profits and improve our profitability. As leaders in 2020 we must continue to focus on improving our profitability, gaining market share, targeting under-penetrated markets, and building our constellation of design driven brands. Your 2020 incentive payout will be based on your achievement of your individual goals along with Knoll’s achievement of its 2020 EBITDA plan. SHORT TERM INCENTIVE 2020 Management Incentive Target: $ _____________ -If Knoll achieves at least seventy-five percent (75%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of fifty percent (50%) of your Target. -If Knoll achieves at least eighty-five percent (85%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of seventy-five percent (75%) of your Target. -If Knoll achieves at least ninety percent (90%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of ninety percent (90%) of your Target. -If Knoll achieves at least one hundred percent (100%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of one hundred (100%) of your Target. -If Knoll achieves at least one hundred ten percent (110%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of one hundred twenty percent (120%) of your Target. -If Knoll achieves at least one hundred twenty percent (120%) of its 2020 EBITDA plan, you will qualify for a total target incentive payout of one hundred fifty percent (150%) of your Target. This award is subject to the approval of the Knoll, Inc. Board of Directors (or appropriate committee of the Knoll, Inc. Board of Directors), which may exercise discretion in adjusting your award up or down based on factors the Board of Directors (or appropriate committee of the Knoll, Inc. Board of Directors) deems appropriate, including Knoll’s performance relative to the industry, other macroeconomic factors and your individual performance but such award cannot exceed one hundred fifty percent (150%) of your base salary in any event. You must be employed by Knoll on the date this award is distributed in order to receive this incentive. I have great confidence in your ability to contribute to our success in 2020 and look forward to the opportunity to present you with your award in early 2021. Thank you for all that you do for Knoll. Sincerely, _______________