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):  December 7, 2020

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))

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $0.01 per share	KNL	New York Stock Exchange

 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

On December 7, 2020, Knoll, Inc. (the "Company") approved 2021 non-equity incentive award targets for the following executive officers in the following amounts:

Andrew B. Cogan, Chairman and Chief Executive Officer - $1,061,000

Charles W. Rayfield, Senior Vice President and Chief Financial Officer - $375,000

Christopher M. Baldwin, COO and President, Knoll Workplace - $500,000

Benjamin A. Pardo, Executive Vice President - Director of Design - $325,000

Copies of these awards are attached to this Current Report on Form 8-K as Exhibit 10.1, in the case of Mr. Cogan, and Exhibit 10.2, in the case of Messrs. Rayfield, Baldwin and Pardo. Pursuant to the award letters, each executive officer was granted a 2021 target non-equity incentive award equal to the amounts listed above (the “Target Amount”). The award would be paid in 2022 based on 2021 operating performance. The amount ultimately paid will depend on the executive officer’s achievement of individual goals and the Company’s achievement of its EBITDA plan as further set forth in the attached award letters; 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 fifty percent (150%) of the Target Amount, or two hundred percent (200%) of the Target Amount in the case of Mr. Cogan.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 - Form of Non-Equity Incentive Compensation Letter dated December 2020, for Chairman and Chief Executive Officer

Exhibit 10.2 - Form of Non-Equity Incentive Compensation Letter dated December 2020, for Named Executive Officers (other than CEO)

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 10, 2020	By:	/s/    Michael A. Pollner
		Michael A. Pollner
		Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
EX - 10.1	Form of Non-equity Incentive Letter dated December 2020, for Chairman and Chief Executive Officer
EX - 10.2	Form of Non-Equity Incentive Letter dated December 2020, for Named Executive Officers (other than CEO)

EX-10.1

EXHIBIT 10.1 December 2020 Andrew Cogan New York, NY Dear Andrew, It is my pleasure to inform you that you will be a participant in the 2021 Knoll, Inc. Incentive Compensation Program with a target incentive amount equal to $ ____________ (the “Target Amount”). In 2021 we need to continue to drive our digital investments supporting our clients wherever they may live or work and however they may choose to transact with Knoll and our constellation of design driven brands. With a vaccine on the horizon we also need to partner with our commercial clients as they prepare to return to work, helping them to envision what the new workplace will look like. As leaders in 2021 we must continue to focus on improving our profitability, gaining market share, targeting under- penetrated markets, and building our constellation of design driven brands. Your 2021 incentive payout will be based on your achievement of your individual goals and Knoll’s achievement of its 2021 EBITDA plan as follows: SHORT TERM INCENTIVE 2021 Management Incentive Target: $ _____________ -If Knoll achieves at least eighty percent (80%) of its 2021 EBITDA plan, you will qualify for a total target incentive payout of fifty percent (50%) of your Target. -If Knoll achieves at least ninety percent (90%) of its 2021 EBITDA plan, you will qualify for a total target incentive payout of ninety percent (90%) of your Target. -If Knoll achieves at least one hundred percent (100%) of its 2021 EBITDA plan, you will qualify for a total target incentive payout of one hundred twenty five percent (125%) of your Target. -If Knoll achieves at least one hundred twenty percent (120%) of its 2021 EBITDA plan, you will qualify for a total target incentive payout of one hundred twenty five percent (125%) of your Target. 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 two hundred percent (200%) of the target amount 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 2021 and look forward to the opportunity to present you with your award in early 2022. Thank you for all that you do for Knoll. Sincerely, ____________

EX-10.2

EXHIBIT 10.2 December 2020 ____________ ____________ Dear _________, It is my pleasure to inform you that you will be a participant in the 2021 Knoll, Inc. Incentive Compensation Program with a target incentive amount equal to $ __________ (the “Target Amount”). In 2021 we need to continue to drive our digital investments supporting our clients wherever they may live or work and however they may choose to transact with Knoll and our constellation of design driven brands. With a vaccine on the horizon we also need to partner with our commercial clients as they prepare to return to work, helping them to envision what the new workplace will look like. As leaders we must continue to guide our teams through these challenging times providing the support and direction needed to grow our business, protect our profitability and deliver on both our financial plan and our corporate social responsibility goals. Your 2021 incentive payout will be based on your achievement of your individual goals and Knoll’s achievement of its 2021 EBITDA plan as follows: SHORT TERM INCENTIVE 2021 Management Incentive Target: $ _____________ -If Knoll achieves at least eighty percent (80%) of its 2021 EBITDA plan, you will qualify for a total target incentive payout of fifty percent (50%) of your Target. -If Knoll achieves at least ninety percent (90%) of its 2021 EBITDA plan, you will qualify for a total target incentive payout of ninety percent (90%) of your Target. -If Knoll achieves at least one hundred percent (100%) of its 2021 EBITDA plan, you will qualify for a total target incentive payout of one hundred percent (100%) of your Target. -If Knoll achieves at least one hundred twenty percent (120%) of its 2021 EBITDA plan, you will qualify for a total target incentive payout of one hundred twenty percent (120%) of your Target. 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 fifty percent (150%) of the target amount 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 2021 and look forward to the opportunity to present you with your award in early 2022. Thank you for all that you do for Knoll. Sincerely, _____________

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Cover	Dec. 07, 2020	Oct. 22, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 07, 2020
Entity Registrant Name	Knoll, Inc.
Entity File Number	001-12907
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3873847
Entity Address, Address Line One	1235 Water Street
Entity Address, City or Town	East Greenville
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18041
City Area Code	215
Local Phone Number	679-7991
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	KNL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key		0001011570
Amendment Flag		false