-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MLFS3YscUukMrDLl6vtG96A6WaI4iCAMNwaJoaeKuXcS3GSkkmNjZpssToargByg cqp3xQQv+21nWY+Ww+pFRQ== 0001181431-10-059351.txt : 20101203 0001181431-10-059351.hdr.sgml : 20101203 20101203171909 ACCESSION NUMBER: 0001181431-10-059351 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20101201 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101203 DATE AS OF CHANGE: 20101203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNOLL INC CENTRAL INDEX KEY: 0001011570 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 133873847 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12907 FILM NUMBER: 101232332 BUSINESS ADDRESS: STREET 1: 1235 WATER ST CITY: EAST GREENVILLE STATE: PA ZIP: 18041 BUSINESS PHONE: 2156797991 MAIL ADDRESS: STREET 1: 1235 WATER STREET CITY: EAST GREENVILLE STATE: PA ZIP: 18041 8-K 1 rrd292284.htm FORM 8-K Prepared By R.R. Donnelley Financial -- Form 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):  12/01/2010
 
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))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On December 1, 2010, Knoll, Inc. (the "Company") approved 2011 non-equity incentive awards for the executive officers listed below. The Company also determined that base salaries for these officers will remain unchanged for 2011.

Andrew B. Cogan, Chief Executive Officer. Mr. Cogan was granted a 2011 non-equity incentive award with a target incentive payment of $800,000. A copy of Mr. Cogan's 2011 non-equity incentive award letter, detailing his participation in the 2011 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Lynn M. Utter, President and Chief Operating Officer, Knoll North America. Ms. Utter was granted a 2011 non-equity incentive award with a target incentive payment of $500,000. A copy of Ms. Utter's 2011 non-equity incentive award letter, detailing her participation in the 2011 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.2 to this Current Report on Form 8-K.

Barry L. McCabe, Executive Vice Preside nt and Chief Financial Officer. Mr. McCabe was granted a 2011 non-equity incentive award with a target incentive payment of $295,000. A copy of Mr. McCabe's 2011 non-equity incentive award letter, detailing his participation in the 2011 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.3 to this Current Report on Form 8-K.

Arthur C. Graves, Executive Vice President - Sales and Distribution. Mr. Graves was granted a 2011 non-equity incentive award with a target incentive payment of $295,000. A copy of Mr. Graves' 2011 non-equity incentive award letter, detailing his participation in the 2011 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.4 to this Current Report on Form 8-K.

Benjamin A. Pardo, Senior Vice President - Director of Design. Mr. Pardo was granted a 2011 non-equity incentive award with a target incentive payment of $250,000. A copy of Mr. Pardo's 2011 non-equity incentive award letter, detailing his participation in the 2011 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.5 to this Current Report on Form 8-K.

 
 
Item 7.01.    Regulation FD Disclosure
 
On November 29, 2010, Andrew B. Cogan, Chief Executive Officer of the Company, adopted a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), providing for the exercise and sale of up to 220,366 stock options which expire in February 2011. The plan takes effect on December 7, 2010 and terminates when the option limit is reached or on February 4, 2011, whichever occurs first.

On November 29, 2010, Barry L. McCabe, Chief Financial Officer of the Company, adopted two trading plans pursuant to Rule 10b5-1 under the Exchange Act. The first plan provides for the exercise and sale of up to 44,072 stock options and terminates when the option limit is reached or on February 5, 2012, whichever occurs first. The second plan provides for the sale of up to 58,654 shares of the Company's common stock and terminates when the share limit is reached or on December 7, 2011, whichever occurs first. Both of these plans take effect on December 7, 2010.

 
 
Item 8.01.    Other Events
 
On December 1, 2010, the Company's board of directors approved for fiscal year 2011 a temporary suspension of the $2,500 per meeting fee paid to non-employee directors under the Knoll, Inc. Non-Employee Director Compensation Plan (the "Plan") for attendance at meetings of the board of directors. The board of directors previously approved a suspension of this meeting fee for fiscal year 2010 on December 1, 2009.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

Exhibit 10.1 - Andrew B. Cogan Incentive Compensation Letter dated December 1, 2010.

Exhibit 10.2 - Lynn M. Utter Incentive Compensation Letter dated December 1, 2010.
Exhibit 10.3 - Barry L. McCabe Incentive Compensation Letter dated December 1, 2010.
Exhibit 10.4 - Arthur C. Graves Incentive Compensation Letter dated December 1, 2010.
Exhibit 10.5 - Benjamin A. Pardo Incentive Compensation Letter dated December 1, 2010.
 

 

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 03, 2010
     
By:
 
/s/    Michael A. Pollner
               
Michael A. Pollner
               
Vice President, General Counsel and Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-10.1
  
Andrew B. Cogan Incentive Compensation Letter dated December 1, 2010
EX-10.2
  
Lynn M. Utter Incentive Compensation Letter dated December 1, 2010
EX-10.3
  
Barry L. McCabe Incentive Compensation Letter dated December 1, 2010
EX-10.4
  
Arthur C. Graves Incentive Compensation Letter dated December 1, 2010
EX-10.5
  
Benjamin A. Pardo Incentive Compensation Letter dated December 1, 2010
EX-10.1 2 rrd292284_33596.htm ANDREW B. COGAN INCENTIVE COMPENSATION LETTER DATED DECEMBER 1, 2010 June 12, 2001

EXHIBIT 10.1

December 1, 2010

Andrew B. Cogan

New York, NY

Dear Andrew:

It is my pleasure to inform you that you will be a participant in the 2011 Knoll, Inc. Incentive Compensation Program.

In these challenging times our objectives are simple and something that each of us can help contribute to:

Leverage our investments in sales, marketing and design initiatives as well as enhanced operational capabilities to drive top line growth and improved levels of profitability while continuing to make the right investments in products, service and technology to position Knoll for long term success as demand recovers.

Our success in 2011 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2011 operating profit plan.

If you achieve your individual goals and Knoll makes its 2011 operating profit plan you can qualify for a total target incentive payment of $800,000.

This award is subject to my approval and that 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. 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 2011 and look forward to being able to present you with your award in early 2012.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Burt Staniar

Burt Staniar

Chairman

 EX-10.2 3 rrd292284_33601.htm LYNN M. UTTER INCENTIVE COMPENSATION LETTER DATED DECEMBER 1, 2010 June 12, 2001

EXHIBIT 10.2

December 1, 2010

Lynn M. Utter

East Greenville, PA

Dear Lynn:

It is my pleasure to inform you that you will be a participant in the 2011 Knoll, Inc. Incentive Compensation Program.

In these challenging times our objectives are simple and something that each of us can help contribute to:

Leverage our investments in sales, marketing and design initiatives as well as enhanced operational capabilities to drive top line growth and improved levels of profitability while continuing to make the right investments in products, service and technology to position Knoll for long term success as demand recovers.

Our success in 2011 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2011 operating profit plan.

If you achieve your individual goals and Knoll makes its 2011 operating profit plan you can qualify for a total target incentive payment of $500,000.

This award is subject to my approval and that 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. 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 2011 and look forward to being able to present you with your award in early 2012.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew B. Cogan

Andrew B. Cogan

CEO

 EX-10.3 4 rrd292284_33602.htm BARRY L. MCCABE INCENTIVE COMPENSATION LETTER DATED DECEMBER 1, 2010 June 12, 2001

EXHIBIT 10.3

December 1, 2010

Barry L. McCabe

East Greenville, PA

Dear Barry:

It is our pleasure to inform you that you will be a participant in the 2011 Knoll, Inc. Incentive Compensation Program.

In these challenging times our objectives are simple and something that each of us can help contribute to:

Leverage our investments in sales, marketing and design initiatives as well as enhanced operational capabilities to drive top line growth and improved levels of profitability while continuing to make the right investments in products, service and technology to position Knoll for long term success as demand recovers.

Our success in 2011 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2011 operating profit plan.

If you achieve your individual goals and Knoll makes its 2011 operating profit plan you can qualify for a total target incentive payment of $295,000.

This award is subject to our approval and that 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. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to contribute to our success in 2011 and look forward to being able to present you with your award in early 2012.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew B. Cogan /s/ Lynn M. Utter

Andrew B. Cogan Lynn M. Utter

CEO President and COO

 EX-10.4 5 rrd292284_33603.htm ARTHUR C. GRAVES INCENTIVE COMPENSATION LETTER DATED DECEMBER 1, 2010 June 12, 2001

EXHIBIT 10.4

December 1, 2010

Arthur C. Graves

East Greenville, PA

Dear Art:

It is our pleasure to inform you that you will be a participant in the 2011 Knoll, Inc. Incentive Compensation Program.

In these challenging times our objectives are simple and something that each of us can help contribute to:

Leverage our investments in sales, marketing and design initiatives as well as enhanced operational capabilities to drive top line growth and improved levels of profitability while continuing to make the right investments in products, service and technology to position Knoll for long term success as demand recovers.

Our success in 2011 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2011 operating profit plan.

If you achieve your individual goals and Knoll makes its 2011 operating profit plan you can qualify for a total target incentive payment of $295,000.

This award is subject to our approval and that 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. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to contribute to our success in 2011 and look forward to being able to present you with your award in early 2012.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew B. Cogan /s/ Lynn M. Utter

Andrew B. Cogan Lynn M. Utter

CEO President and COO

 EX-10.5 6 rrd292284_33604.htm BENJAMIN A. PARDO INCENTIVE COMPENSATION LETTER DATED DECEMBER 1, 2010 June 12, 2001

EXHIBIT 10.5

December 1, 2010

Benjamin A. Pardo

New York, NY

Dear Benjamin:

It is our pleasure to inform you that you will be a participant in the 2011 Knoll, Inc. Incentive Compensation Program.

In these challenging times our objectives are simple and something that each of us can help contribute to:

Leverage our investments in sales, marketing and design initiatives as well as enhanced operational capabilities to drive top line growth and improved levels of profitability while continuing to make the right investments in products, service and technology to position Knoll for long term success as demand recovers.

Our success in 2011 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2011 operating profit plan.

If you achieve your individual goals and Knoll makes its 2011 operating profit plan you can qualify for a total target incentive payment of $250,000.

This award is subject to our approval and that 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. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to contribute to our success in 2011 and look forward to being able to present you with your award in early 2012.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew B. Cogan /s/ Lynn M. Utter

Andrew B. Cogan Lynn M. Utter

CEO President and COO

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