8-K

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):  12/04/2014

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))

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 4, 2014, Knoll, Inc. (the "Company") approved 2015 non-equity incentive awards for the executive officers listed below. The amounts specified are the amounts that would be paid in 2016 based on 2015 performance. The Company's Board of Directors (or appropriate committee of the Company's Board of Directors), however, 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).

Andrew B. Cogan, Chief Executive Officer. Mr. Cogan was granted a 2015 non-equity incentive award with a target incentive payment of one hundred percent (100%) of his base salary. A copy of Mr. Cogan's 2015 non-equity incentive award letter, detailing his participation in the 2015 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Lynn M. Utter, President and Chief Operating Officer, Knoll Office. Ms. Utter was granted a 2015 non-equity incentive award with a target incentive payment of Five Hundred Thousand Dollars ($500,000). A copy of Ms. Utter's 2015 non-equity incentive award letter, detailing her participation in the 2015 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.2 to this Current Report on Form 8-K.

Craig B. Spray, Senior Vice President and Chief Financial Officer. Mr. Spray was granted a 2015 non-equity incentive award with a target incentive payment of Three Hundred Twenty Five Thousand Dollars ($325,000). A copy of Mr. Spray's 2015 non-equity incentive award letter, detailing his participation in the 2015 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.3 to this Current Report on Form 8-K.

Benjamin A. Pardo, Executive Vice President - Design. Mr. Pardo was granted a 2015 non-equity incentive award with a target incentive payment of Two Hundred Eighty Five Thousand Dollars ($285,000). A copy of Mr. Pardo's 2015 non-equity incentive award letter, detailing his participation in the 2015 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.4 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 - Andrew B. Cogan Non-Equity Incentive Compensation Letter dated December 4, 2014

Exhibit 10.2 - Lynn M. Utter Non-Equity Incentive Compensation Letter dated December 4, 2014

Exhibit 10.3 - Craig B. Spray Non-Equity Incentive Compensation Letter dated December 4, 2014

Exhibit 10.4 - Benjamin A. Pardo Non-Equity Incentive Compensation Letter dated December 4, 2014

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 9, 2014	By:	/s/    Craig B. Spray
		Craig B. Spray
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
EX-10.1	Andrew B. Cogan Non-Equity Incentive Letter dated December 4, 2014
EX-10.2	Lynn M. Utter Non-Equity Incentive Letter dated December 4, 2014
EX-10.3	Craig B. Spray Non-Equity Incentive Letter dated December 4, 2014
EX-10.4	Benjamin A. Pardo Non-Equity Incentive Letter dated December 4, 2014

EX-10.1

Exhibit 10.1

December 4, 2014

Andrew Cogan

New York, NY

Dear Andrew:

It is my pleasure to inform you that you will be a participant in the 2015 Knoll, Inc. Incentive Compensation Program.

We are counting on you to help us build on the positive momentum we created in 2014 across each of our business segments. We must strive to continue to gain share, improve our profitability, target under-penetrated markets, expand our reach into consumer and decorator channels and build a responsible and technologically efficient infrastructure across all our businesses to position Knoll for success in 2015 and beyond.

If you achieve your individual goals and Knoll makes its 2015 operating profit plan you can qualify for a total target incentive payout of one hundred percent (100%) of your base salary.

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. 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 2015 and look forward to being able to present you with your award in early 2016.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Burt Staniar

Burt Staniar

Chairman

EX-10.2

Exhibit 10.2

December 4, 2014

Lynn Utter

East Greenville, PA

Dear Lynn:

It is my pleasure to inform you that you will be a participant in the 2015 Knoll, Inc. Incentive Compensation Program.

We are counting on you to help us build on the positive momentum we created in 2014 across each of our business segments. We must strive to continue to gain share, improve our profitability, target under-penetrated markets, expand our reach into consumer and decorator channels and build a responsible and technologically efficient infrastructure across all our businesses to position Knoll for success in 2015 and beyond.

If you achieve your individual goals, ONEKnoll and Supply Chain Transformation remain on track and on budget, Knoll makes its 2015 operating profit plan and Knoll’s Office segment exceeds its segment operating profit plan you can qualify for a total target incentive payout of $500,000.

This award is subject to my approval and that 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. 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 2015 and look forward to being able to present you with your award in early 2016.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew Cogan

Andrew Cogan

CEO

EX-10.3

Exhibit 10.3

December 4, 2014

Craig Spray

East Greenville, PA

Dear Craig:

It is our pleasure to inform you that you will be a participant in the 2015 Knoll, Inc. Incentive Compensation Program.

We are counting on you to help us build on the positive momentum we created in 2014 across each of our business segments. We must strive to continue to gain share, improve our profitability, target under-penetrated markets, expand our reach into consumer and decorator channels and build a responsible and technologically efficient infrastructure across all our businesses to position Knoll for success in 2015 and beyond.

If you achieve your individual goals, ONEKnoll and Supply Chain Transformation remain on track and on budget and Knoll makes its 2015 operating profit plan you can qualify for a total target incentive payout of $325,000.

This award is subject to my approval and that 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. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to contribute to our success in 2015 and look forward to being able to present you with your award in early 2016.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew Cogan                    

Andrew Cogan                        

CEO                            

EX-10.4

Exhibit 10.4

December 4, 2014

Benjamin Pardo

New York, NY

Dear Benjamin:

It is our pleasure to inform you that you will be a participant in the 2015 Knoll, Inc. Incentive Compensation Program.

We are counting on you to help us build on the positive momentum we created in 2014 across each of our business segments. We must strive to continue to gain share, improve our profitability, target under-penetrated markets, expand our reach into consumer and decorator channels and build a responsible and technologically efficient infrastructure across all our businesses to position Knoll for success in 2015 and beyond.

If you achieve your individual goals and Knoll makes its 2015 operating profit plan you can qualify for a total target incentive payout of $285,000.

This award is subject to my approval and that 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. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to contribute to our success in 2015 and look forward to being able to present you with your award in early 2016.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew Cogan                    

Andrew Cogan                        

CEO