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) September 23, 2013

Knoll, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-12907	13-3873847
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1235 Water Street, East Greenville, Pennsylvania	18041
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (215) 679-7991

Not Applicable

(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 Principal Officers; Election of Directors; Appointment of Principal Officers.

Knoll, Inc. (the “Company”) announced that Craig B. Spray has joined the Company as Senior Vice President and Chief Financial Officer, effective September 23, 2013.  Mr. Spray will report to the Company’s Chief Executive Officer, Andrew B. Cogan.  Mr. Spray, age 45, will succeed Barry L. McCabe, who in April 2013, announced his desire to retire after twenty-two years of service.  Mr. McCabe will remain with the Company as Executive Vice President to assist with a transition for a period ending no later than February 28, 2014.  During this transition period, Mr. McCabe will continue to report to Mr. Cogan.

Mr. Spray served as Executive Vice President and Chief Financial Officer of Masterbrand Cabinets, Inc., the kitchen and bath cabinetry subsidiary of Fortune Brands Home & Security, Inc., from 2009 through September 2013.  Prior to that, Mr. Spray was a Vice President, Finance at Fortune Brands Home and Security (2007-2009) and also served as Senior Director, Strategic Planning at Masterbrand Cabinets (2005-2007).  Mr. Spray also served in various rotations in the Finance Department at Ford Motor Company from 2001 to 2005.

In connection with his employment Mr. Spray entered into a letter agreement with the Company.  Under the agreement, Mr. Spray will receive an annual base salary of $325,000 and will be eligible to participate in the Company’s annual incentive compensation program.  Under the incentive compensation program, Mr. Spray will have a 2013 target bonus opportunity of $325,000, with $200,000 guaranteed for 2013 unless Mr. Spray is terminated for “cause” or voluntarily severs his employment prior to February 15, 2014.  Mr. Spray also is entitled to a lump sum of $75,000 under the Knoll Relocation Program and reimbursement of up to $3,000 per month in temporary living expenses from the date of hire through December 31, 2013.  Subject to the approval of the Company’s Compensation Committee, Mr. Spray will receive 110,000 restricted shares, which will vest in equal annual amounts on the first three anniversaries of the grant date.

If Mr. Spray is terminated by the Company for reasons other than “cause” during the first twelve (12) months of employment, he will receive twelve (12) months base salary as severance.  “Cause” means (i) failure, neglect, or refusal to perform duties, which failure, neglect or refusal is not corrected within thirty (30) days of written notice from the Company of such failure, neglect or refusal; (ii) engaging in conduct that has the effect of injuring the reputation or business of the Company or its affiliates; (iii) continued or repeated absence from the Company, unless such absence is approved or excused; (iv) use of illegal drugs or significant violations of the Company’s policies and procedures, as determined by the Company; (v) conviction for the commission of a misdemeanor involving moral turpitude or a felony or any plea of guilty or “nolo contendere” to the charge of a misdemeanor involving moral turpitude or a felony; (vi) the Company’s reasonable suspicion of the commission of an act of fraud, misappropriation or embezzlement against the Company or any of its affiliates, employees, customers or suppliers; or (vii) conduct substantially disloyal to the Company as determined by the Company.  Any severance payments are conditioned on the execution of a general release.

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A copy of the letter agreement between the Company and Mr. Spray is attached to this Current Report on Form 8-K as Exhibit 10.1, and the foregoing description is qualified in its entirety by the text of the letter agreement.  On September 23, 2013, the Company issued a press release announcing the appointment of Mr. Spray.  For additional information regarding Mr. Spray, please see the press release which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 — Letter Agreement between the Company and Craig B. Spray.

Exhibit 99.1 — Press Release, dated September 23, 2013.

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SIGNATURE

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.
Dated: September 23, 2013	By:	/s/ Michael A. Pollner
	Title:	Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit	Description
10.1	Letter Agreement between the Company and Craig B. Spray.
99.1	Press Release, dated September 23, 2013.

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EX-10.1

Exhibit 10.1

August 15, 2013 This letter supersedes and replaces the letter dated August 5, 2015.

Craig B. Spray

1488 North Shiloh Road

Jasper, Indiana 47546

Dear Craig:

This letter confirms our offer to you of “at-will” employment with Knoll, Inc. (“Knoll”) as Senior Vice President and Chief Financial Officer, reporting to me.  Subject to your acceptance of this offer, your expected effective date of hire will be September 23, 2013.

Your base salary will be $325,000 annually (paid in installments of $13,541.67 semi-monthly).  You will also be eligible to participate in the Knoll annual incentive compensation program.  Under the 2013 program you will have an annual target bonus opportunity of $325,000.  Payout under this program is discretionary and based on Knoll achieving its financial plan and your individual objectives.  However, Knoll guarantees you will receive a minimum bonus payment of $200,000 for 2013, 50% (or $100,000) (referred to herein as the “Bonus Advance”) of which will be paid upon your commencement of employment and the remainder of which will be paid in February 2014.  Payment of all bonuses (including the guaranteed bonus provided in the foregoing sentence) is contingent upon your continued employment through the date of payment; provided, however, in the case of the $200,000 guaranteed bonus for 2013, if Knoll terminates your employment without “cause” (as defined below) prior to the date 2013 bonuses are paid out in February 2014, Knoll will pay you the $200,000 guaranteed bonus amount. If you voluntarily terminate your employment with Knoll or are terminated with “cause” prior to February 15, 2014, you must promptly repay the Bonus Advance.

Subject to formal approval by the Knoll Compensation Committee, you will also be granted 110,000 restricted shares under the company’s stock incentive plans.  Consistent with Knoll’s equity grant practices, these grants will be submitted to the Knoll Compensation Committee for formal approval at a meeting scheduled after you commence employment with Knoll.  The grants would be effective the third trading day after the first public announcement of quarterly financial results after such meeting and would vest over three years with one-third of the grant vesting on each anniversary of the date of grant.  Based on your expected date of hire, we

expect the grant date for these equity awards to be in October 2013.  The restricted shares will be evidenced by Knoll’s standard restricted share agreement to be signed by you and Knoll, which will set forth the terms and conditions associated with the restricted shares in more detail, including the accrual of dividends.

If you are terminated by Knoll within the first twelve (12) months of your employment without “Cause” (as hereinafter defined), you will receive twelve (12) months base salary as severance in complete satisfaction of any and all claims you have against Knoll upon your execution of general release reasonably acceptable to Knoll; provided however, that you will not receive any severance payment whatsoever and will have no claim against Knoll if you voluntarily leave Knoll or if you are terminated for “Cause.”

For purposes of this letter, “Cause” means: (i) your failure, neglect, or refusal to perform your duties which failure, neglect or refusal is not corrected by you within thirty (30) days of your receipt of written notice from Knoll of such failure, neglect or refusal, (ii) your engaging in conduct that has the effect of injuring the reputation or business of Knoll or its affiliates, as determined by Knoll; (iii) your continued or repeated absence from Knoll, unless such absence is approved or excused; (iv) use of illegal drugs or significant violations of Knoll’s policies and procedures, as determined by Knoll; (v) your conviction for the commission of a misdemeanor involving moral turpitude or a felony or any plea by you of guilty or “nolo contendere” to the charge of a misdemeanor involving moral turpitude or a felony; (vi) Knoll’s reasonable suspicion of your commission of an act of fraud, misappropriation or embezzlement against Knoll or any of its affiliates, employees, customers or suppliers; or (vii) conduct substantially disloyal to Knoll, as determined by Knoll.

This position will be located at our East Greenville, Pennsylvania location and you are eligible to receive benefits the first of the month following 30 days of employment.  A summary of the 2013 Knoll benefit program is attached.  We will reimburse you for the costs of COBRA during this transition period until you are eligible under the Knoll benefits program.

You will also be eligible to participate in the Knoll Relocation Program.  You will receive $75,000 upon commencement of employment for relocation expenses.  A summary of the program is attached.  In addition, we will reimburse you for up to $3,000 per month in temporary living expenses from your date of hire through December 31, 2013.

Knoll will provide you with twenty (20) vacation days per year.  As a Knoll associate you will be eligible to participate in the Knoll Retirement Savings Plan (a 401(k) Plan) immediately upon hire.  The Knoll Retirement Savings Plan matches 50% of your own retirement contributions up to 6% of eligible earnings (i.e, a maximum of 3% of earnings).  Knoll also will contribute as much as an additional

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3% of eligible earnings to you if the company meets established annual profit goals.

Knoll requires associates to complete a medical/physical examination, including drug screening, within the first thirty (30) days of employment.  This offer is contingent upon successful completion of this examination, verification of all the information you have provided and completion of appropriate paperwork, including your execution of the Knoll, Inc. Employee Intellectual Property Agreement.  Costs associated with the medical screening average $100 and are reimbursable through Knoll.  We will also require proof of citizenship or alien residency, as detailed in the enclosed forms.

Craig, I am enthusiastic about the prospect of you joining us at Knoll.  I believe that as Senior Vice President and Chief Financial Officer, you will open an exciting new chapter for Knoll and for your own career.  This offer is open until August 16, 2013.  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

Accepted:	/s/ Craig B. Spray	8/15/2013
	Craig B. Spray	Date

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EX-99.1

Exhibit 99.1

PRESS RELEASE

Craig B. Spray Named Knoll, Inc. Chief Financial Officer

East Greenville, Pa, September 23, 2013 — Knoll, Inc., (NYSE:KNL), a leading manufacturer of branded furniture and textiles recognized for innovation and modern design named Craig B. Spray its new Senior Vice President and Chief Financial Officer, effective today. Mr. Spray succeeds Barry McCabe who in April 2013 announced his desire to retire after twenty-two years at Knoll.  Mr. McCabe will remain with the Company as Executive Vice President to assist with a transition period ending no later than February 28, 2014.

Prior to joining Knoll, Mr. Spray served as Executive Vice President and Chief Financial Officer of MasterBrand Cabinets, Inc., the kitchen and bath cabinetry subsidiary of Fortune Brands Home & Security, Inc.

Andrew Cogan, Knoll CEO, said, “We are pleased to have Craig join the Knoll team. He brings us extensive experience as a senior financial officer in complex multi-channel manufacturing and design driven businesses. We look forward to leveraging his expertise, which includes a strong track record in supply chain transformation and information systems technology, as we continue to focus on revenue growth and margin improvement over the long term.”

Prior to joining Fortune Brands, Mr. Spray, who earned a BS from Michigan State University and an MBA from Northwestern’s Kellogg School of Management, held various finance positions at Ford Motor Company; he has also served in Europe and the United States as a U.S. Navy project engineer.

“Throughout his career, Barry has provided us with strong financial oversight and strategic insight. Everyone at Knoll thanks him for his contributions throughout our business,” Mr. Cogan added.

About Knoll

Knoll is the recipient of the 2011 National Design Award for Corporate and Institutional Achievement from the Smithsonian’s Copper-Hewitt, National Design Museum. Since 1938, Knoll has been recognized internationally for creating workplace and residential furnishings that inspire, evolve and endure. Today, our commitment to modern design, our understanding of the workplace and our dedication to sustainable design has yielded a unique portfolio of products that respond and adapt to changing needs. Knoll is aligned with the U.S. Green Building Council and the Canadian Green Building Council and can help companies achieve Leadership in Energy and Environmental Design LEED workplace certification. Knoll is the founding sponsor of the World Monuments Fund Modernism at Risk program.

Media:

David E. Bright
Senior Vice President, Communications
Tel 212 343-4135

dbright@knoll.com