0001181431-13-061810.txt : 20131206 0001181431-13-061810.hdr.sgml : 20131206 20131206170455 ACCESSION NUMBER: 0001181431-13-061810 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20131204 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131206 DATE AS OF CHANGE: 20131206 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: 131263825 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 rrd396868.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):  12/04/2013
 
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 4, 2013 and December 5, 2013 (in the case of Mr. Cogan), Knoll, Inc. (the "Company") approved 2014 non-equity incentive awards for the executive officers listed below. The amounts specified are the amounts that would be paid in 2015 based on 2014 performance. The Company's Board of Directors (or appropriate 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 Company's Board of Directors (or appropriate committee of the Company's Board of Directors).

Andrew B. Cogan, Chief Executive Officer. Mr. Cogan was granted a 2014 non-equity incentive award with a target incentive payment of one hundred percent (100%) of his base salary. A copy of Mr. Cogan's 2014 non-equity incentive award letter, detailing his participation in the 2014 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 Office. Ms. Utter was granted a 2014 non-equity incentive award with a target incentive payment of one hundred twenty five percent (125%) of her base salary. A copy of Ms. Utter's 2014 non-equity incentive award letter, detailing her participation in the 2014 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.2 to this Current Report on Form 8-K.

Craig B. Spray, Senior Vice President and Chief Financial Officer. Mr. Spray was granted a 2014 non-equity incentive award with a target incentive payment of one hundred percent (100%) of his base salary. A copy of Mr. Spray's 2014 non-equity incentive award letter, detailing his participation in the 2014 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.3 to this Current Report on Form 8-K.

Benjamin A. Pardo, Executive Vice President - Design. Mr. Pardo was granted a 2014 non-equity incentive award with a target incentive payment of one hundred percent (100%) of his base salary. A copy of Mr. Pardo's 2014 non-equity incentive award letter, detailing his participation in the 2014 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.4 to this Current Report on Form 8-K.

Jeffrey R. Blom, Senior Vice President - North America Supply Chain. Mr. Blom was granted a 2014 non-equity incentive award with a target incentive payment of one hundred percent (100%) of his base salary. A copy of Mr. Blom's 2014 non-equity incentive award letter, detailing his participation in the 2014 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.5 to this Current Report on Form 8-K.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits
Exhibit 10.1 - Andrew B. Cogan Non-Equity Incentive Compensation Letter dated December 5, 2013
Exhibit 10.2 - Lynn M. Utter Non-Equity Incentive Compensation Letter dated December 5, 2013
Exhibit 10.3 - Craig B. Spray Non-Equity Incentive Compensation Letter dated December 5, 2013
Exhibit 10.4 - Benjamin A. Pardo Non-Equity Incentive Compensation Letter dated December 5, 2013
Exhibit 10.5 - Jeffrey R. Blom Non-Equity Incentive Compensation Letter dated December 5, 2013
 

 

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 06, 2013
     
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 Non-Equity Incentive Letter dated December 5, 2013
EX-10.2
  
Lynn M. Utter Non-Equity Incentive Letter dated December 5, 2013
EX-10.3
  
Craig B. Spray Non-Equity Incentive Letter dated December 5, 2013
EX-10.4
  
Benjamin A. Pardo Non-Equity Incentive Letter dated December 5, 2013
EX-10.5
  
Jeffrey R. Blom Non-Equity Incentive Letter dated December 5, 2013
EX-10 2 rrd396868_40262.htm ANDREW B. COGAN NON-EQUITY INCENTIVE LETTER DATED DECEMBER 5, 2013 EXHIBIT 10

EXHIBIT 10.1

December 5, 2013

Andrew Cogan

New York, NY

Dear Andrew:

It is my pleasure to inform you that you will be a participant in the 2014 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 ONEKnoll and the Supply Chain Transformation 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 2014 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2014 operating profit plan.

If you achieve your individual goals and Knoll makes its 2014 operating profit plan you can qualify for a total target incentive payout of one hundred percent (100%) of your base salary.

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 2014 and look forward to being able to present you with your award in early 2015.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Burt Staniar

Burt Staniar

Chairman

 EX-10 3 rrd396868_40263.htm LYNN M. UTTER NON-EQUITY INCENTIVE LETTER DATED DECEMBER 5, 2013 EXHIBIT 10

EXHIBIT 10.2

December 5, 2013

Lynn Utter

East Greenville, PA

Dear Lynn:

It is my pleasure to inform you that you will be a participant in the 2014 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 ONEKnoll and the Supply Chain Transformation 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 2014 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2014 operating profit plan.

If you achieve your individual goals, ONEKnoll and Supply Chain Transformation remain on track and on budget, Knoll makes its 2014 operating profit plan and Knoll's Office segment exceeds its segment operating profit plan you can qualify for a total target incentive payout of one hundred twenty five percent (125%) of your base salary.

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 2014 and look forward to being able to present you with your award in early 2015.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew Cogan

Andrew Cogan

 EX-10 4 rrd396868_40264.htm CRAIG B. SPRAY NON-EQUITY INCENTIVE LETTER DATED DECEMBER 5, 2013 EXHIBIT 10

EXHIBIT 10.3

December 5, 2013

Craig Spray

East Greenville, PA

Dear Craig:

It is our pleasure to inform you that you will be a participant in the 2014 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 ONEKnoll and the Supply Chain Transformation 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 2014 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2014 operating profit plan.

If you achieve your individual goals, ONEKnoll and Supply Chain Transformation remain on track and on budget and Knoll makes its 2014 operating profit plan you can qualify for a total target incentive payout of one hundred percent (100%) of your base salary.

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 2014 and look forward to being able to present you with your award in early 2015.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew Cogan /s/ Lynn Utter

Andrew Cogan Lynn Utter

CEO President and COO

 EX-10 5 rrd396868_40265.htm BENJAMIN A. PARDO NON-EQUITY INCENTIVE LETTER DATED DECEMBER 5, 2013 EXHIBIT 10

EXHIBIT 10.4

December 5, 2013

Benjamin Pardo

New York, NY

Dear Benjamin:

It is our pleasure to inform you that you will be a participant in the 2014 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 ONEKnoll and the Supply Chain Transformation 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 2014 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2014 operating profit plan.

If you achieve your individual goals and Knoll makes its 2014 operating profit plan you can qualify for a total target incentive payout of one hundred percent (100%) of your base salary.

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 2014 and look forward to being able to present you with your award in early 2015.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew Cogan /s/ Lynn Utter

Andrew Cogan Lynn Utter

CEO President and COO

 EX-10 6 rrd396868_40266.htm JEFFREY R. BLOM NON-EQUITY INCENTIVE LETTER DATED DECEMBER 5, 2013 EXHIBIT 10

EXHIBIT 10.5

December 5, 2013

Jeff Blom

East Greenville, PA

Dear Jeff:

It is our pleasure to inform you that you will be a participant in the 2014 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 ONEKnoll and the Supply Chain Transformation 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 2014 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2014 operating profit plan.

If you achieve your individual goals, ONEKnoll and Supply Chain Transformation remain on track and on budget, Knoll makes its 2014 operating profit plan and Knoll's Office segment exceeds its segment operating profit plan you can qualify for a total target incentive payout of one hundred percent (100%) of your base salary.

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 2014 and look forward to being able to present you with your award in early 2015.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew Cogan /s/ Lynn Utter

Andrew Cogan Lynn Utter

CEO President and COO