0001181431-11-059167.txt : 20111207 0001181431-11-059167.hdr.sgml : 20111207 20111207095657 ACCESSION NUMBER: 0001181431-11-059167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111201 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: 20111207 DATE AS OF CHANGE: 20111207 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: 111247276 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 rrd327300.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):  12/01/2011
 
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, 2011, Knoll, Inc. (the "Company") approved 2012 non-equity incentive awards for the executive officers listed below in the form attached as Exhibit 10.1 to this Current Report on Form 8-K. The dollar amounts specified for each executive officer listed below are the target incentive payments that would be paid in 2013 based upon 2012 performance. The Compensation Committee of the Company's Board of Directors, however, may exercise discretion in adjusting any award up or down based on factors deemed appropriate by the Compensation Committee or the Board of Directors. The Company also determined that the base salaries for these officers will remain unchanged for 2012.

Andrew B. Cogan, Chief Executive Officer - $800,000
Lynn M. Utter, President and Chief Operating Officer, Knoll North America - $500,000
Barry L. McCabe, Executive Vice President and Chief Financial Officer - $295,000
Benjamin A. Pardo, Executive Vice President-Director of Design - $250,000
 
 
Item 7.01.    Regulation FD Disclosure
 
(1) Trading Plan. On December 2, 2011, Barry L. McCabe, Chief Financial Officer of the Company, adopted a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, providing for the exercise and sale of up to 25,000 stock options and for the sale of up to 45,000 shares of the Company's common stock. The plan takes effect on January 2, 2012 and terminates when the limits are reached or on January 31, 2013, whichever occurs first, or at the stockholder's election following three days notice.

(2) Investor Presentation. The Company's Chief Executive Officer, Andrew B. Cogan, and Executive Vice President and Chief Financial Officer, Barry L. McCabe, will meet with certain stockholders and investors during the remainder of 2011. The materials used in connection with these meetings will be posted on Knoll's website at www.knoll.com under the heading "Fourth Quarter 2011 Investor Presentation."

 
 
Item 8.01.    Other Events
 
On December 1, 2011, the Company's Board of Directors approved an amendment to the Knoll, Inc. Non-Employee Director Compensation Plan which, effective January 1, 2012, removes the $2,500 meeting fee previously paid to non-employee directors for attendance at meetings of the Board of Directors and increases the size of the annual grant of restricted shares for non-employee directors from $50,000 to $60,000.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

Exhibit 10.1 - Form of Non-Equity Incentive Compensation Target Letter, dated December 1, 2011.

 

 

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 07, 2011
     
By:
 
/s/    Michael A. Pollner
               
Michael A. Pollner
               
Vice President, General Counsel and Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-10.1
  
Form of Non-Equity Incentive Compensation Target Letter, dated December 1, 2011
EX-10 2 rrd327300_36613.htm FORM OF NON-EQUITY INCENTIVE COMPENSATION TARGET LETTER, DATED DECEMBER 1, 2011 EXHIBIT 10

EXHIBIT 10.1

December 1, 2011

__________________

__________________

Dear _____________:

It is my pleasure to inform you that you will be a participant in the 2012 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.

Our success in 2012 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2012 operating profit plan.

If you achieve your individual goals and Knoll makes its 2012 operating profit plan you can qualify for a total target incentive payout of $______________.

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 2012 and look forward to being able to present you with your award in early 2013.

Thank you for all that you do for Knoll.

Sincerely,

_______________