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): 12/06/2016

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 6, 2016, Knoll, Inc. (the "Company") approved 2017 non-equity incentive awards in the form attached as Exhibit 10.1 to this Current Report on Form 8-K for the following executive officers: Andrew B. Cogan, President and Chief Executive Officer, Craig B. Spray, Senior Vice President and Chief Financial Officer, Joseph T. Coppola, Chief Operating Officer, and Benjamin A. Pardo, Executive Vice President - Director of Design. Pursuant to the award letters, each executive officer was granted a 2017 target non-equity incentive award equal to one hundred percent (100%) of his base salary. The award would be paid in 2018 based on 2017 operating performance. The amount ultimately paid will depend on the executive officer’s achievement of individual goals and the Company’s achievement of its operating profit plan; 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 twenty percent (120%) of the executive officer’s base salary.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 - Form of Non-Equity Incentive Compensation Letter dated December 6, 2016

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 12, 2016	By:	/s/ Michael A. Pollner
		Michael A. Pollner
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
EX-10.1	Form of Non-Equity Incentive Letter dated December 6, 2016

EX-10.1

Exhibit 10.1

December 6, 2016

____________

____________

Dear ___________:

It is my pleasure to inform you that you will be a participant in the 2017 Knoll, Inc. Incentive Compensation Program.

We are counting on you to help us build on the positive momentum we created in 2016 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 2017 and beyond.

Your 2017 incentive payout will be based on your achievement of your individual goals and Knoll’s achievement of its 2017 operating profit plan as follows:

--If Knoll achieves at least seventy-five percent (75%) of its 2017 operating profit plan, you will qualify for a total target incentive payout of fifty percent (50%) of your base salary.

--If Knoll achieves its 2017 operating profit plan but does not achieve one hundred ten (110%) of plan, you will qualify for a total target incentive payout of one hundred percent (100%) of your base salary.

--If Knoll exceeds its 2017 operating profit plan by one hundred ten percent (110%), you will qualify for a total target incentive payout of one hundred twenty percent (120%) 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, but such award cannot exceed one hundred twenty percent (120%) 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 2017 and look forward to being able to present you with your award in early 2018.

Thank you for all that you do for Knoll.

Sincerely,

__________________