0001011570-15-000055.txt : 20151209 0001011570-15-000055.hdr.sgml : 20151209 20151209165956 ACCESSION NUMBER: 0001011570-15-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20151203 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151209 DATE AS OF CHANGE: 20151209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNOLL INC CENTRAL INDEX KEY: 0001011570 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 133873847 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12907 FILM NUMBER: 151278842 BUSINESS ADDRESS: STREET 1: 1235 WATER ST CITY: EAST GREENVILLE STATE: PA ZIP: 18041 BUSINESS PHONE: 2156797991 MAIL ADDRESS: STREET 1: 1235 WATER STREET CITY: EAST GREENVILLE STATE: PA ZIP: 18041 8-K 1 a8-kdecember92015.htm 8-K 2016 NON-EQUITY EXECUTIVE INCENTIVE AWARDS 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): 12/03/2015
 
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:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            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 3, 2015, Knoll, Inc. (the "Company") approved 2016 non-equity incentive awards for the executive officers listed below. The amounts specified are the amounts that would be paid in 2017 based on 2016 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 2016 non-equity incentive award with a target incentive payment of one hundred percent (100%) of his base salary. A copy of Mr. Cogan's 2016 non-equity incentive award letter, detailing his participation in the 2016 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Craig B. Spray, Senior Vice President and Chief Financial Officer. Mr. Spray was granted a 2016 non-equity incentive award with a target incentive payment of one hundred percent (100%) of his base salary. A copy of Mr. Spray's 2016 non-equity incentive award letter, detailing his participation in the 2016 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.2 to this Current Report on Form 8-K.
Benjamin A. Pardo, Executive Vice President - Design. Mr. Pardo was granted a 2016 non-equity incentive award with a target incentive payment of Two Hundred Eighty Five Thousand Dollars ($285,000). A copy of Mr. Pardo's 2016 non-equity incentive award letter, detailing his participation in the 2016 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.3 to this Current Report on Form 8-K.
Pamela J. Ahrens, Senior Vice President-Sales and Distribution. Ms. Ahrens was granted a 2016 non-equity incentive award with a target incentive payment of one hundred percent (100%) of her base salary. A copy of Ms. Ahrens’ 2016 non-equity incentive award letter, detailing her participation in the 2016 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 3, 2015
Exhibit 10.2 - Craig B. Spray Non-Equity Incentive Compensation Letter dated December 3, 2015
Exhibit 10.3 - Benjamin A. Pardo Non-Equity Incentive Compensation Letter dated December 3, 2015
Exhibit 10.4 - Pamela J. Ahrens Non-Equity Incentive Compensation Letter dated December 3, 2015

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, 2015
By:
/s/ Michael A. Pollner
 
 
 
 
 
Michael A. Pollner
 
 
Senior Vice President, General Counsel and Secretary





EXHIBIT INDEX
 
Exhibit No.
 
Description
EX-10.1
 
Andrew B. Cogan Non-Equity Incentive Letter dated December 3, 2015
EX-10.2
 
Craig B. Spray Non-Equity Incentive Letter dated December 3, 2015
EX-10.3
 
Benjamin A. Pardo Non-Equity Incentive Letter dated December 3, 2015
EX-10.4
 
Pamela J. Ahrens Non-Equity Incentive Letter dated December 3, 2015



 EX-10.1 2 ex101-andrewcogan.htm EXHIBIT 10.1 Exhibit


Exhibit 10.1

December 3, 2015

Andrew Cogan
New York, NY

Dear Andrew:
It is my pleasure to inform you that you will be a participant in the 2016 Knoll, Inc. Incentive Compensation Program.
We are counting on you to help us build on the positive momentum we created in 2015 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 2016 and beyond.
If you achieve your individual goals and Knoll makes its 2016 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 2016 and look forward to being able to present you with your award in early 2017.
Thank you for all that you do for Knoll.
Sincerely,

/s/ Burt Staniar
Burt Staniar
Chairman



 EX-10.2 3 ex102-craigspray.htm EXHIBIT 10.2 Exhibit


Exhibit 10.2

December 3, 2015

Craig Spray
East Greenville, PA

Dear Craig:
It is my pleasure to inform you that you will be a participant in the 2016 Knoll, Inc. Incentive Compensation Program.
We are counting on you to help us build on the positive momentum we created in 2015 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 2016 and beyond.
If you achieve your individual goals, ONEKnoll remains on track and on budget and Knoll makes its 2016 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 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 2016 and look forward to being able to present you with your award in early 2017.
Thank you for all that you do for Knoll.
Sincerely,
/s/ Andrew Cogan                    
Andrew Cogan    
CEO                



 EX-10.3 4 ex103-benjaminpardo.htm EXHIBIT 10.3 Exhibit


Exhibit 10.3

December 3, 2015

Benjamin Pardo
New York, NY

Dear Benjamin:
It is my pleasure to inform you that you will be a participant in the 2016 Knoll, Inc. Incentive Compensation Program.
We are counting on you to help us build on the positive momentum we created in 2015 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 2016 and beyond.
If you achieve your individual goals and Knoll makes its 2016 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.
I have great confidence in your ability to contribute to our success in 2016 and look forward to being able to present you with your award in early 2017.
Thank you for all that you do for Knoll.
Sincerely,
/s/ Andrew Cogan                    
Andrew Cogan    
CEO                    




 EX-10.4 5 ex104-pamahrens.htm EXHIBIT 10.4 Exhibit


Exhibit 10.4

December 3, 2015

Pam Ahrens
East Greenville, PA

Dear Pam:
It is my pleasure to inform you that you will be a participant in the 2016 Knoll, Inc. Incentive Compensation Program.
We are counting on you to help us build on the positive momentum we created in 2015 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 2016 and beyond.
If Knoll makes its 2016 operating profit target, Knoll’s Office segment exceeds its segment operating profit plan, and meets the NAO orders and price plan and you achieve your individual objectives you can qualify for a total target incentive payout of one hundred percent (100%) of your base salary.
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 2016 and look forward to being able to present you with your award in early 2017.
Thank you for all that you do for Knoll.
Sincerely,
/s/ Andrew Cogan                    
Andrew Cogan                        
CEO