Document

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2019

(Exact name of registrant as specified in its charter)





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)

(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).

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 5.07. Submission of Matters to a Vote of Security Holders

The following matters were voted on at the Knoll, Inc. (the "Company") 2019 annual meeting of stockholders, which took place on May 7, 2019:

Proposal One - To elect three directors named in the proxy statement for a term ending at the Company’s 2022 annual meeting of stockholders. The following nominees were elected to the Board of Directors by the votes indicated below:





	Total Votes For	Total Votes Withheld	Broker Non-Votes

Jeffrey A. Harris	42,621,024	1,094,020	2,787,224
Ronald R. Kass	43,270,423	444,621	2,787,224
John F. Maypole	40,508,992	3,206,052	2,787,224

Proposal Two - To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The proposal was approved by the votes indicated below:





Votes For		45,976,484

Votes Against		484,969

Abstain		40,815

Broker Non-Votes		0

Proposal Three - To approve, on an advisory basis, the Company’s 2018 executive compensation. The proposal was approved by the votes indicated below:





Votes For		41,457,289

Votes Against		2,212,654

Abstain		45,101

Broker Non-Votes		2,787,224

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: May 10, 2019
	By:	/s/ Michael A. Pollner
		Michael A. Pollner
		Senior Vice President, Chief Administrative Officer, General Counsel and Secretary