0001789373-20-000072.txt : 20200904 0001789373-20-000072.hdr.sgml : 20200904 20200904084731 ACCESSION NUMBER: 0001789373-20-000072 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200904 FILED AS OF DATE: 20200904 DATE AS OF CHANGE: 20200904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scott Richard CENTRAL INDEX KEY: 0001822071 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15141 FILM NUMBER: 201160688 MAIL ADDRESS: STREET 1: 855 EAST MAIN CITY: ZEELAND STATE: MI ZIP: 49464 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HERMAN MILLER INC CENTRAL INDEX KEY: 0000066382 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE [2520] IRS NUMBER: 380837640 STATE OF INCORPORATION: MI FISCAL YEAR END: 0530 BUSINESS ADDRESS: STREET 1: 855 E MAIN AVE STREET 2: PO BOX 302 CITY: ZEELAND STATE: MI ZIP: 49464-0302 BUSINESS PHONE: 6166543000 MAIL ADDRESS: STREET 1: 8500 BYRON RD CITY: ZEELAND STATE: MI ZIP: 49464 FORMER COMPANY: FORMER CONFORMED NAME: MILLER HERMAN INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MILLER HERMAN FURNITURE CO DATE OF NAME CHANGE: 19690610 FORMER COMPANY: FORMER CONFORMED NAME: MICHIGAN STAR FURNITURE CO DATE OF NAME CHANGE: 19671116 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2020-09-04 0 0000066382 HERMAN MILLER INC MLHR 0001822071 Scott Richard 855 EAST MAIN P.O. BOX 302 ZEELAND MI 49464 0 1 0 0 Chief Mfg and Ops Officer Common Stock 588.1283 D Non-Qualified Stock Option (right to buy) 21.38 2030-07-14 Common Stock 2850 D Non-Qualified Stock Option (right to buy) 23.52 2030-07-14 Common Stock 10000 D Restricted Stock Units Common Stock 300 D Restricted Stock Units Common Stock 647 D Restricted Stock Units Common Stock 1158 D Restricted Stock Units Common Stock 2437 D The stock options granted on July 14, 2020 vest in three equal annual installments beginning on the first anniversary of the grant date. The exercise price of this premium-priced option is equal to 110% of the closing price of Herman Miller's common stock on the date of grant. The restricted stock units granted on April 9, 2018 have a three-year cliff vest. Each restricted stock unit represents a contingent right to receive one share of MLHR common stock. The restricted stock units granted on July 16, 2018 have a three-year cliff vest. The restricted stock units granted on July 16, 2019 have a three-year cliff vest. The restricted stock units granted on July 14, 2020 have a three-year vest schedule, vesting 25% on 8/1/2021, 25% on 8/1/2022, and 50% on 8/1/2023. By: Chase M. Wirth For: Richard Scott 2020-09-04 EX-24 2 form_poascott.htm POWER OF ATTORNEY Power of Attorney

-exhibit 24-

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Jacqueline H. Rice, Kevin J. Veltman, and Chase M. Wirth, or either of them, the undersigned’s true and lawful attorney-in-fact to:

(1) Execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Herman Miller, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder:

(2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August 2020.

/s/ Richard Scott
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Richard Scott

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Jacqueline H. Rice, Kevin J. Veltman, and Chase M. Wirth to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the United States Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Herman Miller, Inc. The authority of Jacqueline H. Rice, Kevin J. Veltman, and Chase M. Wirth under this Statement shall continue until the undersigned is no longer required to file Forms 4 and 5 with regard to the undersigned’s ownership of or transactions in securities of Herman Miller, Inc., unless earlier revoked in writing. The undersigned acknowledges that Jacqueline H. Rice, Kevin J. Veltman, and Chase M. Wirth are not assuming, nor is Herman Miller, Inc. assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

Dated: August 13, 2020 /s/ Richard Scott
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Richard Scott