KNL Knoll Inc

Item 5.07 Submission of Matters to a Vote of Security Holders.

A special meeting of stockholders (the “Special Meeting”) of Knoll, Inc., a Delaware corporation (“Knoll”) was held virtually via the Internet on July 13, 2021 at 8:30 AM, Eastern Time. The Special Meeting was held in order to vote upon the proposals set forth in the definitive joint proxy statement of Knoll and Herman Miller, Inc. (“Herman Miller”), which also constitutes a prospectus of Herman Miller, filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2021 (as amended and supplemented by Knoll in its Current Report on Form 8-K, filed with the SEC on July 1, 2021, the “Joint Proxy Statement/Prospectus”) relating to the merger transaction (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of April 19, 2021 (the “Merger Agreement”), among Herman Miller, Heat Merger Sub, Inc. and Knoll.

As of the close of business on June 7, 2021, the record date for the Special Meeting, there were 49,440,762 shares of Knoll’s common stock, par value $0.01 per share (“Knoll Common Stock”), outstanding (excluding shares of restricted stock that are not entitled to vote) and 169,165 shares of Knoll’s Series A Convertible Preferred Stock, par value $1.00 per share (“Knoll Preferred Stock” and, together with Knoll Common Stock, “Knoll Capital Stock”), outstanding, representing a total of 59,539,913 shares of Knoll Common Stock eligible to vote at the Special Meeting (with the holders of Knoll Preferred Stock voting on an as-converted basis). A total of 46,593,473.21 shares of Knoll Common Stock (including shares of Knoll Common Stock underlying the Knoll Preferred Stock) were present in person (via the Special Meeting website) or by proxy at the Special Meeting, representing 78.26% of the total voting power of the holders of Knoll Capital Stock voting as a single class (with the holders of Knoll Preferred Stock voting on an as-converted basis), which constituted a quorum to conduct business at the Special Meeting. Each holder of Knoll Common Stock was entitled to one vote for each share of Knoll Common Stock held of record as of the record date for the Special Meeting, and each holder of Knoll Preferred Stock was entitled to one vote for each share of Knoll Common Stock underlying each share of Knoll Preferred Stock held of record as of the record date for the Special Meeting, which was equivalent to 59.7 votes per share of Knoll Preferred Stock.

The following are the voting results of the proposals considered and voted upon at the Special Meeting, each of which is described in the Joint Proxy Statement/Prospectus :

Proposal No. 1

To adopt the Merger Agreement. The proposal was approved by the votes indicated below:

Proposal No. 2

To approve, by a non-binding advisory vote, certain compensation that may be paid or become available to Knoll’s named executive officers that is based on or otherwise relates to the Merger. The proposal was approved by the votes indicated below:

Proposal No. 3

To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal No. 1 or to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus is timely provided to Knoll stockholders. Although the proposal was approved by the votes indicated below, an adjournment of the Special Meeting was not necessary due to the approval of Proposal No. 1.