SEC Form 11-K filed by MillerKnoll Inc.

6/27/24 4:05:44 PM ET

$MLKN

Office Equipment/Supplies/Services

Consumer Discretionary

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11-K 1 mlkn11k_123123.htm 11-K Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2023

[_] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-15141

________________________________________________

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

MillerKnoll Retirement Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

MillerKnoll, Inc.

855 East Main Avenue

P.O. Box 302

Zeeland, Michigan 49464-0302

MillerKnoll Retirement Plan

Financial Statements and Supplemental Schedule

Years Ended December 31, 2023 and 2022


Table Of Contents
Reports of Independent Registered Public Accounting Firms						3
Financial Statements
Statements of Net Assets Available for Benefits						5
Statement of Changes in Net Assets Available for Benefits						6
Notes to Financial Statements						7
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)						12
Signatures						13
Exhibits						14

Report of Independent Registered Public Accounting Firm

To the Plan Administrator and Plan Participants of

MillerKnoll Retirement Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the MillerKnoll Retirement Plan (the “Plan”) as of December 31, 2023, and the related statement of changes in net assets available for benefits for the year then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of Plan management (Management). Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting of the Plan. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by Management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Schedule

The supplemental Schedule of Assets (Held at End of Year) as of December 31, 2023, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the financial statements taken as a whole.

/s/ McConnell & Jones LLP

Houston, Texas

June 27, 2024

We have served as the Plan’s auditor since 2023.

Report of Independent Registered Public Accounting Firm

To Plan Participants and Members of the MillerKnoll Retirement Plan Committee

MillerKnoll Retirement Plan

Zeeland, Michigan

Opinion on the Financial Statements

We have audited the accompanying statement of net assets available for benefits of the MillerKnoll Retirement Plan (the “Plan”) as of December 31, 2022, the related statement of changes in net assets available for benefits for the year then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit includes performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

We began serving as the Plan’s auditor in 2014 and became the predecessor auditor in 2023.

/s/ BDO USA, P.C.

Grand Rapids, Michigan

June 29, 2023

MillerKnoll Retirement Plan

Statements of Net Assets Available for Benefits


	December 31, 2023		December 31, 2022
Assets

Investments at fair value	$	1,320,571,557	$	1,198,261,633
Receivables:
Employee contributions	1,360,729		1,146,748
Employer contributions	1,262,862		8,366,078
Notes receivable from participants	10,748,390		10,172,840
Plan merger contributions	—		780,535
Accrued investment income	335,860		390,437
Total receivables	13,707,841		20,856,638

Net assets available for benefits	$	1,334,279,398	$	1,219,118,271

See accompanying notes to the financial statements.

MillerKnoll Retirement Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2023


Additions to net assets attributed to:

Contributions:
Employee	$	47,258,319
Employer	23,256,144
Rollover	4,484,547
Total contributions	74,999,010

Investment income:
Dividend and interest income	18,550,900
Net appreciation in fair value of investments	203,756,561
Net total investment income	222,307,461

Interest income - notes receivable from participants	624,757

Total income and contributions	297,931,228

Deductions from net assets attributed to:
Benefit payments	181,256,887
Administrative expenses	1,536,807
Total deductions	182,793,694

Net increase in net assets available for benefits before plan transfers	115,137,534

Net transfers into the plan	23,593

Net increase	115,161,127

Net assets available for benefits:
Beginning of year	1,219,118,271
End of year	$	1,334,279,398

See accompanying notes to the financial statements.

MillerKnoll Retirement Plan

Notes to Financial Statements

As of December 31, 2023 and 2022 and the year ended December 31, 2023

1. Plan Description

The Plan is a defined-contribution plan and subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The following description of the major provisions of the Plan is provided for general information purposes only. Reference should be made to the Plan document or Summary Plan Description for more complete information.

Plan Sponsor

MillerKnoll, Inc. sponsors and administers the Plan for the benefit of any or all employees of MillerKnoll, Inc. and its participating affiliates ("the Company" or "employer").

Trustee

Under a trust agreement with the Plan administrator, Vanguard Fiduciary Trust Company ("Vanguard") is Trustee of the Plan. In accordance with the responsibilities of the Trustee, as designated in the Trust Agreement, the Trustee administers and invests the Plan’s assets and income for the benefit of the Plan’s participants.

Participation Requirements

Eligible employees of the Company qualify to participate on their first day of employment after the employee has attained age 18. However, contingent employees, including seasonal, temporary, intern, and co-op student employees, qualify to participate on the next January 1 or July 1 after attaining age 21 and completing one year of service.

Salary Deferral Contributions

A participant may make salary deferral contributions to the Plan. Such deferral is limited to a maximum amount or percentage of the participant’s compensation as determined by the Plan and the Internal Revenue Code. The Plan provides participants with the option to make pre-tax contributions and Roth post-tax contributions.

New employees are automatically enrolled to the Plan after 30 days of employment to contribute 3% of their compensation, unless they affirmatively elect not to participate or to participate at a different level. In addition, unless they elect differently, participant's contributions automatically increase by 1% each plan year. The automatic increase will stop when the participant's contributions reach 8% of their compensation.

Employer Matching and Core Contributions

The Company contributes to the Plan as matching contributions a certain percentage of the participant’s salary deferral, subject to certain limitations defined in the Plan document. The Company has different matching formulas for the various participating affiliates in the Plan and the matching contribution formula for each employee group is determined on a year-by-year basis.

All participants who are employed during the contribution period are eligible for the core contribution, if any is made. The core contribution is a percentage of eligible compensation received during the contribution period. The employer may make the core contributions from time to time during or after the plan year, as determined by the employer, or may elect not to make the contribution for a contribution period.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the discretionary employer contributions (including core contributions and profit-sharing contributions, if any) and matching contributions, plus actual earnings thereon is based on years of service. Under a graded vesting schedule, discretionary employer contributions and matching contributions become 50% vested after one year of service, and 100% vested after two years of service. Participants are fully vested upon reaching age 65, or termination of employment due to death or disability.

Forfeiture

Participants forfeit the non-vested portion of their accounts in the Plan upon termination of employment with the Company. Forfeited balances of terminated non-vested participant accounts may be used at the Company's discretion to pay Plan administrative expenses or reduce employer contributions. During 2023, $333,782 of forfeited nonvested accounts was used to pay administrative expenses. In 2023 and 2022, employer contributions were reduced by $1,543,568 and $150,000, from forfeited nonvested accounts, respectively. The amounts of unallocated forfeitures at December 31, 2023 and 2022 were $554,418 and $650,889 respectively.

Investment Options

Participants have the ability to direct the investment of their salary deferral and employer matching and core contributions into any or all of the investment options offered by the Plan, which currently include the Company’s common stock, various mutual funds and collective trusts.

Participant Accounts

Individual accounts are maintained for each participant to reflect the participant’s contributions, employer contributions and net investment earnings or loss. Investment earnings or losses are allocated daily based on each participant’s relative account balance within the respective fund.

Voting Rights

Each participant is entitled to exercise voting rights attributable to the Company’s common stock allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. If a participant fails to provide direction as to voting their shares on any issue, the Trustee will vote the shares as directed by the Plan administrator.

Benefit Payments

Upon retirement, termination, death or disability, a participant or beneficiary may elect to receive their benefit payment in the form of installments or a single lump-sum payment of a participant’s entire account balance via distribution of the Company’s common stock, cash, or a combination of both as directed by the participant and defined in the Plan document. Participants may also elect to receive withdrawals from the Plan during their employment with the Company, subject to certain restrictions defined in the Plan document.

Notes Receivable From Participants

Upon approval, a participant may receive a loan from their salary deferral or rollover account. The loan amount shall not exceed the lesser of 50% of the sum of all of the participant’s account balances on the date the loan is approved or $50,000. The period of the loan will not exceed 5 years unless the proceeds are used to acquire the participant’s principal dwelling unit for which the period of the loan will not exceed 10 years. Each loan is secured by the assignment of 50% of the interest in and to the participant’s account. The loans bear interest at a rate representative of rates charged by commercial lending institutions for comparable loans. All loans must be repaid in bi-weekly installments of principal and interest through payroll deduction arrangements with the Company or repaid directly to the Trustee.

Administrative Expenses

Plan fees are shared by Plan participants and the Company. Expenses that are paid by the Company are excluded from these financial statements. Recordkeeping fees for the Plan are paid by plan participants. Participants are charged an investment management fee as a percentage of their balance in each fund held in their account. This percentage does not cover the full cost of administration. Therefore, the Company pays the balance of the expenses not paid by the participants. Investment management fees are charged to the Plan as a reduction of investment return and are reflected in the investment income reported by the Plan.

Plan Termination

The Plan may be discontinued at any time by the Company, but only upon the condition that such action shall render it impossible for any part of the trust to be used for purposes other than the exclusive benefit of participants. Upon complete or

partial termination of the Plan, including complete discontinuance of contributions, the trust will continue to be administered as provided in the trust agreement. In the event of Plan termination, participants will become 100% vested in employer contributions. The Company currently has no intention to terminate the Plan.

Plan Merger

Effective January 1, 2023, the assets of the Knoll Retirement Savings Plan merged into the Plan and Knoll employees became eligible to participate in the Plan. In preparation for the merger, the Knoll Retirement Savings Plan participant accounts were transferred to the Plan on December 30, 2022.

Recent Accounting Pronouncements

The Plan's management continuously monitors and reviews all current accounting pronouncements and standards from the Financial Accounting Standards Board (FASB) and other authoritative sources of U.S. GAAP for applicability to the Plan's operations. As of December 31, 2023, there were no new pronouncements, interpretations or staff positions that had or were expected to have, including those not yet adopted, a significant impact on the financial statements of the Plan.

2. Summary of Significant Accounting and Reporting Policies

Basis of Accounting

The financial statements of the MillerKnoll Retirement Plan ("the Plan") are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Payment of Benefits

Benefit payments to participants are recorded when paid.

Notes Receivable from Participants

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. If a participant ceases to make loan repayments and the Plan deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

Investment Valuation and Income Recognition

The Plan's investments are reported at fair value. The fair value of common stocks and mutual funds is based on quoted market prices on the last day of the plan year. The fair value of participation units in collective trust funds is based on quoted redemption values on the last day of the plan year.

Mutual funds: The fair values of mutual fund investments are determined by obtaining quoted prices on nationally recognized securities exchanges (level 1 inputs).

Company common stock: The fair value of MillerKnoll, Inc. common stock is determined by obtaining quoted prices from a nationally recognized exchange (level 1 inputs).

Collective trusts: The fair value of participant units held in the collective trust funds are based on their net asset values (NAV), as reported by the managers of the collective trust funds and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. Underlying investments of the S&P 500 Index Fund and S&P MidCap 400 Index Fund consist primarily of common stocks. Underlying investments of the Aggregate Bond Index Fund consist primarily of bonds. The Putnam Stable Value Fund invests primarily in guaranteed and security-backed investment contracts with life insurance companies, banks, and other financial institutions. The Harbor Capital Appreciation Fund invests primarily in equity securities, principally common and preferred stocks, of U.S. companies. The Vanguard Retirement Savings Trust III ("VRST") is a stable value fund and invests primarily in synthetic guaranteed investment contracts and short-term money market funds. The VRST may be subject to a 12-month notice period for redemption. The Vanguard Target Retirement Funds offer a diversified portfolio within a single fund that adjusts its underlying asset mix of stocks and bonds over time. The

collective trust funds provide for daily redemptions by the Plan at reported net asset values per share, with no advance notice requirement. There are no unfunded commitments with respect to these investments.

Purchases and sales of investment securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Net appreciation (depreciation) includes the Plan's gains and losses on investments bought and sold as well as held during the year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the Plan’s financial statements. The most significant estimates relate to the value of investments. Actual results may differ from those estimates. Adjustments related to changes in estimates are reflected in the Plan's Statement of Changes in Net Assets Available for Benefits in the period in which those estimates changed.

3. Fair Value Measurements

The Company follows ASC Topic 820, Fair Value Measurement, which provides a consistent definition of fair value, focuses on exit price, prioritizes the use of market-based inputs over entity-specific inputs for measuring fair value and establishes a three-tier hierarchy for fair value measurements. This topic requires fair value measurements to be classified and disclosed in one of the following three categories:


			• Level 1: Unadjusted quoted prices from active markets that are accessible at the measurement date for identical asset.


			• Level 2: Inputs other than quoted prices in a non active market included within Level 1 that are observable for the asset or liability, either directly or indirectly.


			• Level 3: Unobservable inputs for the asset. Level 3 inputs include managements’ own assumption about the assumptions that market participants would use in pricing the asset (including assumptions about risk).

In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The methods described above and in Note 2 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The following table sets forth by level, within the fair value hierarchy, a summary of the Plan’s investments measured at fair value on a recurring basis as of December 31, 2023:


	Level 1		Level 2		Level 3		Total
MillerKnoll, Inc. common stock	$	47,790,623	$	—	$	—	$	47,790,623
Mutual funds	279,349,848		—		—		279,349,848
Other investments measured at NAV (a)	$	—	—		$	—	993,431,086
Total investments at fair value	$	327,140,471	$	—	$	—	$	1,320,571,557

The following table sets forth by level, within the fair value hierarchy, a summary of the Plan’s investments measured at fair value on a recurring basis as of December 31, 2022:


	Level 1		Level 2		Level 3		Total
MillerKnoll, Inc. common stock	$	43,749,727	$	—	$	—	$	43,749,727
Mutual funds	331,354,941		—		—		331,354,941
Other investments measured at NAV (a)	$	—	—		$	—	823,156,965
Total investments at fair value	$	375,104,668	$	—	$	—	$	1,198,261,633

(a) In accordance with subtopic 820-10, certain investments that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statement of Net Assets Available for Benefits.

4. Related Party and Party-in-Interest Transactions

A party-in-interest is defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. The Company pays certain professional fees for the consultation and audit of the Plan.

The Plan investments include shares of mutual funds and collective trusts managed by the Trustee and shares of common stock of the Company. These transactions qualify as party-in-interest and related party transactions. During the year ended December 31, 2023, the Plan recorded income related to dividends from shares of Company common stock of $1,515,041. As of December 31, 2023 and 2022, the Plan owned 1,791,252 and 2,082,328 shares of Company common stock, respectively. Notes receivable from participants are also considered party-in interest transactions.

5. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated August 8, 2023, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code ("the Code") and the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since receiving the determination letter. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and believes that the Plan is qualified and the related trust is tax exempt.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if it has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

6. Risks and Uncertainties

Investment securities, in general, are exposed to various risks, such as interest rate, credit, liquidity, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term. Such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits. At both December 31, 2023 and 2022, approximately 4% of the Plan’s assets were invested in MillerKnoll, Inc. common stock.

7. Subsequent Events

Subsequent events have been evaluated by management through June 27, 2024, the date these financial statements were available to be issued.

MillerKnoll Retirement Plan

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

EIN 38-0837640 Plan #002

December 31, 2023

(a)

(b)

(c)

(d)

(e)

Identity of Issuer, Borrower, Lessor, or Similar Party

Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value

Cost

Current Value

Common stock

MillerKnoll, Inc.

Common Stock (1,791,252 shares)

47,790,623

Mutual funds

Vanguard

Wellington Fund

43,340,660

Vanguard

Small Cap Growth Index Fund

47,662,146

Delaware

Small Cap Value Fund

27,155,056

Driehaus

Emerging Markets Growth Fund

4,133,637

Dodge & Cox

Total Income Fund

65,152,529

Calvert

U.S. Large Cap Core Responsible Index Fund

16,003,242

BlackRock

Black Rock Equity Dividend Fund I Class

75,902,578

279,349,848

Collective trust funds

Harbor Funds

Harbor Capital Appreciation Fund

163,839,365

Vanguard

Retirement Income Trust II

19,069,480

Vanguard

Retirement 2020 Trust II

23,398,446

Vanguard

Retirement 2025 Trust II

57,323,107

Vanguard

Retirement 2030 Trust II

69,315,674

Vanguard

Retirement 2035 Trust II

78,739,431

Vanguard

Retirement 2040 Trust II

60,533,395

Vanguard

Retirement 2045 Trust II

51,608,936

Vanguard

Retirement 2050 Trust II

49,868,221

Vanguard

Retirement 2055 Trust II

35,396,867

Vanguard

Retirement 2060 Trust II

19,623,852

Vanguard

Retirement 2065 Trust II

5,290,783

Vanguard

Retirement 2070 Trust II

285,647

Great Gray Trust

EuroPacific Growth Fund

42,308,648

Putnam Fiduciary Trust Company

Stable Value Fund

118,134,521