8-K 1 a8k12914.htm 8-K 8k12914






 
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