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):  August 9, 2017

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))

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

Charles W. Rayfield appointed Chief Financial Officer

On August 14, 2017, Knoll, Inc. (the "Company") announced that Charles W. Rayfield was promoted to Senior Vice President and Chief Financial Officer, effective immediately. Mr. Rayfield will report to the Company's President and Chief Executive Officer, Andrew B. Cogan. Mr. Rayfield will serve as the Company's principal financial officer for purposes of filings under the Securities Exchange Act of 1934, as amended.

Mr. Rayfield, age 37, has served as the Company's Vice President of Finance and Corporate Controller since November 2015. Prior to that, Mr. Rayfield served as the Vice President, Corporate Controller of The Providence Service Corporation from September 2013 to November 2015 and as the Corporate Controller of BioTelemetry, Inc., from 2008 to 2013.

In connection with his employment, Mr. Rayfield entered into a letter agreement with the Company. Under the agreement, Mr. Rayfield will receive an annual base salary of $300,000 and will be eligible to participate in the Company's annual incentive compensation program. Under the incentive compensation program, Mr. Rayfield will have a 2017 target bonus opportunity of $300,000, with $73,920 guaranteed for 2017. Mr. Rayfield also will receive 5,000 time-vesting restricted shares and 5,000 restricted stock units.

On August 14, 2017, the Company issued a press release announcing the appointment of Mr. Rayfield as the Company's Chief Financial Officer. For additional information regarding Mr. Rayfield, please see the press release which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Daniel W. Dienst joins Knoll Board of Directors

On August 9, 2017, the Board of Directors of the Company voted to increase the size of the Company's Board of Directors from ten members to eleven members and appointed Daniel W. Dienst to serve as director of the Company, effective August 10, 2017. Mr. Dienst will serve as a Class II director until the Company's Annual Meeting of Stockholders to be held during 2018.

As a non-employee director, Mr. Dienst is entitled to participate in the Knoll, Inc. Non-Employee Director Compensation Plan, pursuant to which he will receive an annual fee of $50,000 and an annual grant of restricted shares with a fair market value of $70,000, to be granted on the third trading day after the public release of annual financial results.

On August 9, 2017, the Company issued a press release announcing the appointment of Mr. Dienst to the Company's Board of Directors. For additional information regarding Mr. Dienst, please see the press release which is attached to this Current Report on Form 8-K as Exhibit 99.2.

Item 9.01.    Financial Statements and Exhibits

Exhibit 10.1 - Letter Agreement

Exhibit 99.1 - Press Release, dated August 14, 2017.

Exhibit 99.2 - Press Release, dated August 9, 2017.

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: August 14, 2017	By:	/s/    Michael A. Pollner
		Michael A. Pollner
		Senior Vice President, General Counsel & Secretary

EXHIBIT INDEX

Exhibit No.	Description
EX-10.1	Letter Agreement
EX-99.1	Press Release, dated August 14, 2017
EX-99.2	Press Release, dated August 9, 2017

EX-10.1

Exhibit 10.1

1235 Water Street

P O Box 157

East Greenville, PA 18041

Tel 215 679-7991

Fax 215 679-3904

August 14, 2017

Charles Rayfield

Dear Charles:

This letter confirms your promotion at Knoll, Inc. ("Knoll") to Senior Vice President, Chief Financial Officer, reporting to me. Subject to your acceptance of this offer, the expected effective date will be August 14, 2017. Your employment will remain "at will".

Your base salary will be $300,000 annually (paid in installments of $11,538.46 biweekly). You will also be eligible to participate in the Knoll annual incentive compensation program. Under the 2017 program, you will have an annual target bonus opportunity of $300,000. Payout under this program is discretionary and based on Knoll achieving its financial plan and your individual objectives. However, the guarantee of $73,920 per our last offer letter dated June 8, 2017 remains in place during the 2017 incentive year. All payouts under the 2017 program will be paid in February 2018. Payment of this bonus (including the guaranteed portion) is contingent upon your continued employment through the date of payment.

You will also be granted 5,000 restricted shares and 5,000 performance-based restricted stock units under the company’s stock incentive plans. The restricted shares would cliff vest on the third anniversary of the date of grant. Fifty percent (50%) of the restricted stock units will only vest if Knoll exceeds a 3-Year Cumulative Operating Profit target and fifty percent (50%) of the stock units will only vest if Knoll’s Total Shareholder Return exceeds the median of its designated peer group. Based on your expected date of promotion, we expect the grant date for these equity awards to be in October 2017. The restricted shares and restricted stock units will be evidenced by Knoll’s standard agreements to be signed by you and Knoll, which will set forth the terms and conditions associated with the equity grant in more detail, including the accrual of dividends.

Charles, I am enthusiastic about your promotion and believe that as Senior Vice President, Chief Financial Officer, you will open an exciting new chapter for Knoll and for your own career. Please sign and return one copy of this letter to me and retain a copy for your records.

Very truly yours,

/s/ Andrew B. Cogan

Andrew B. Cogan

CEO, Knoll Inc.

Acceptance and acknowledgement of terms and conditions:

/s/ Charles W. RayfieldAugust 14, 2017

Signature Date

EX-99.1

Charles W. Rayfield Named Knoll, Inc. Chief Financial Officer

East Greenville, PA, August 14, 2017 -- Knoll, Inc., (NYSE:KNL), a leading designer and manufacturer of branded furniture, textiles, leathers and architectural and acoustical elements, recognized for innovation and modern design, has named Charles W. Rayfield its new Senior Vice President and Chief Financial Officer, effective August 14, 2017.

Mr. Rayfield joined Knoll in 2015 as the Company’s Vice President, Finance and Corporate Controller; since June of this year, he has also served as the Company’s Chief Accounting Officer and Acting Principal Financial Officer.

Andrew Cogan, Knoll President and CEO, said, "Over the past couple of months I've had the pleasure of working closely with Charles and have seen the respect he has both inside and outside Knoll. His technical skills, experience and leadership abilities make him the natural choice to help lead us forward as we work to execute the continued transformation of our business mix and improve the profitability of our Office segment."

Prior to joining Knoll, Mr. Rayfield served as Vice President, Controller of Tucson, AZ - based Providence Service Corporation, a workforce development and health risk assessment company. He has also served as the Corporate Controller of Malvern, PA - based BioTelemetry, Inc., a device manufacturer and medical services company. Earlier in his career, he held various positions with Ernst & Young LLP, Pricewaterhouse Coopers LLP and Arthur Andersen LLP.

Mr. Rayfield is a graduate of the University of Oregon and holds a Master of Accounting from the University of Washington.

About Knoll

Knoll, Inc. is a constellation of design-driven brands and people, working together with our clients to create inspired modern interiors. Our internationally recognized portfolio includes furniture, textiles, leathers, accessories, and architectural and acoustical elements brands. These brands - Knoll Office, KnollStudio, KnollTextiles, KnollExtra, Spinneybeck | FilzFelt, Edelman Leather, HOLLY HUNT, and DatesWeiser - reflect our commitment to modern design that meets the diverse requirements of high performance workplaces and luxury interiors. A recipient of the National Design Award for Corporate and Institutional Achievement from the Smithsonian`s Cooper-Hewitt, National Design Museum, Knoll, Inc. is aligned with the U.S. Green Building Council and the Canadian Green Building Council and can help organizations achieve the Leadership in Energy and Environmental Design (LEED) workplace certification. Knoll, Inc. is the founding sponsor of the World Monuments Fund Modernism at Risk program.

Contacts

Investors:

Andrew B. Cogan

President and Chief Executive Officer

Tel 212 343-4010

acogan@knoll.com

Charles W. Rayfield

Chief Financial Officer

Tel 215 679-1703

crayfield@knoll.com

Media:

David E. Bright

Senior Vice President, Communications

Tel 212 343-4135

dbright@knoll.com

EX-99.2

Knoll Declares Cash Dividend; Company Appoints Daniel W. Dienst to Board of Directors

EAST GREENVILLE, Pa., Aug. 09, 2017 -- Knoll, Inc., (NYSE:KNL), a leading designer and manufacturer of branded furniture, textiles, leathers and architectural and acoustical elements, recognized for innovation and modern design, today announced that the Company's Board of Directors declared a quarterly cash dividend of $0.15 per share payable September 29, 2017 to shareholders of record on September 15, 2017.

The declaration and payment of dividends is subject to the discretion of the Board of Directors and depends on various factors, including our net income, restrictions in our credit facility, financial position, cash requirements and other factors deemed relevant by our Board of Directors.

The Company also announced the appointment of Daniel W. Dienst to its Board of Directors. Most recently Mr. Dienst served as a Director and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. until its December 2015 sale to Sequential Brands, Inc. Prior, he served as the Group Chief Executive of Sims Metal Management, Ltd., the world’s largest publicly listed metal and electronics recycler. Under Mr. Dienst’s leadership, Sims Metal Management Ltd. was named for 5 consecutive years to the Global Top 100 Most Sustainable Corporations in the World at the World Economic Forum in Davos, Switzerland. Prior, Mr. Dienst held various positions with CIBC World Markets Corp., a diversified global financial services firm, including Managing Director of the Corporate and Leveraged Finance Group.

He has also served as a director of 1st Dibs, Inc., the e-commerce business that connects the world's best dealers, finest shops and most important galleries with sophisticated collectors, designers and curators.

Andrew B. Cogan, Knoll President and CEO, stated, "We are very pleased to welcome Dan to our Board, and expect to benefit from his strategic insight and financial acumen as we drive growth in the years ahead."

Mr. Dienst holds a B.A. from Washington University, St. Louis and a J.D. from the Brooklyn Law School.

About Knoll

Knoll, Inc. is a constellation of design-driven brands and people, working together with our clients to create inspired modern interiors. Our internationally recognized portfolio includes furniture, textiles, leathers, accessories, and architectural and acoustical elements brands. These brands - Knoll Office, KnollStudio, KnollTextiles, KnollExtra, Spinneybeck | FilzFelt, Edelman Leather, HOLLY HUNT, and DatesWeiser - reflect our commitment to modern design that meets the diverse requirements of high performance workplaces and luxury interiors. A recipient of the National Design Award for Corporate and Institutional Achievement from the Smithsonian`s Cooper-Hewitt, National Design Museum, Knoll, Inc. is aligned with the U.S. Green Building Council and the Canadian Green Building Council and can help organizations achieve the Leadership in Energy and Environmental Design (LEED) workplace certification. Knoll, Inc. is the founding sponsor of the World Monuments Fund Modernism at Risk program.

Contacts

Investors:

Andrew B. Cogan

President and Chief Executive Officer

Tel 212 343-4010

acogan@knoll.com

Media:

David E. Bright

Senior Vice President, Communications

Tel 212 343-4135

dbright@knoll.com