United States

Securities And Exchange Commission

Washington, DC 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): May 26, 2017

 

MILLER INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Tennessee 001-14124 62-1566286
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation or organization)    

 

8503 Hilltop Drive, Ooltewah, Tennessee

37363

(Address of Principal Executive Offices)

(Zip Code)

 

(423) 238-4171

(Registrant’s telephone number, including area code)

 

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:

 

¨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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

                       Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

ITEM 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On Friday, May 26, 2017, Miller Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Dalton, Georgia. As of the record date, April 4, 2017, there were 11,351,982 shares of common stock entitled to vote at the Annual Meeting. There were present at the Annual Meeting, in person or by proxy, holders of 9,482,912 shares representing 83.54% of the common stock entitled to vote at the Annual Meeting.

 

The matters considered and voted on by the Company’s shareholders at the Annual Meeting, the votes cast for, withheld or against, and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

 

1.          The shareholders elected each of the following five directors to hold office for a term of one year or until their successors are duly elected and qualified, with the vote on the matter being reflected as follows:

 

Name    For   Withheld   Non-Votes 
Theodore H. Ashford III  6,779,486   2,703,426   0 
A. Russell Chandler, III  8,973,557   509,355   0 
William G. Miller  6,748,462   2,734,450   0 
William G. Miller, II  9,217,767   265,145   0 
Richard H. Roberts  6,776,709   2,706,203   0 

 

2.          The shareholders voted, on an advisory basis, to approve the compensation of the Company’s named executive officers, with the vote on the matter being reflected as follows:

 

Vote Type      Number of Votes 
For   9,267,516 
Against   207,724 
Abstain   7,672 
Non-Votes   0 

 

3.          The shareholders voted, on an advisory basis, in favor of holding future non-binding advisory votes to approve the compensation of the Company’s named executive officers every one year, with the vote on the matter being reflected as follows:

 

Vote Type    Number of Votes 
One Year  7,506,865 
Two Years  54,619 
Three Years  1,917,344 
Abstain  4,084 
Non-Votes  0 

 

4.          The shareholders voted to approve the Miller Industries, Inc. 2016 Stock Incentive Plan, with the vote on the matter being reflected as follows:

 

Vote Type    Number of Votes 
For  9,052,875 
Against  421,941 
Abstain  8,096 
Non-Votes  0 

 

The Company’s Board of Directors has determined that, consistent with the results of the shareholder advisory vote, as had been recommended by the Board of Directors, the Company will hold future shareholder advisory votes to approve the compensation of the Company’s named executive officers on an annual basis.

 

 

 

 

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.

 

  Miller Industries, Inc.
  (Registrant)
     
  By: /s/ Frank Madonia
    Frank Madonia
    Executive Vice President, General Counsel and Secretary

 

Dated: June 2, 2017