0000924822falseMILLER INDUSTRIES INC /TN/00009248222025-05-282025-05-28

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 28, 2025

MILLER INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee

001-14124

62-1566286

(State or Other Jurisdiction of
Incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

MLR

New York Stock Exchange

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 23, 2025, Miller Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Dalton, Georgia. As of the record date, April 1, 2025, there were 11,459,278 shares of the Company’s common stock entitled to vote at the Annual Meeting. At the Annual Meeting, 10,334,495 shares of common stock were present in person or by proxy, representing 90.18% of the Company’s 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 seven directors to hold office until the Company’s next annual meeting of shareholders in 2026, or until their successors are duly elected and qualified, with the vote on the matter being reflected as follows:

Nominees

    

For

    

Withheld

    

Non-Votes

Theodore H. Ashford III

7,072,812

2,355,399

906,284

Peter Jackson

9,298,984

129,227

906,284

William G. Miller

9,278,803

149,408

906,284

William G. Miller II

9,288,161

140,050

906,284

Dr. Javier Reyes

9,143,528

284,682

906,284

Dr. Susan Sweeney

9,286,835

141,376

906,284

Leigh Walton

8,022,258

1,405,953

906,284

2.The shareholders voted to approve the Miller Industries, Inc. 2025 Stock Incentive Plan, with the vote on the matter being reflected as follows:

For

    

Against

    

Abstain

    

Non-Votes

8,986,541

377,774

63,896

906,284

3.The shareholders did not approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the vote on the matter being reflected as follows:

For

    

Against

    

Abstain

    

Non-Votes

3,160,628

6,132,105

135,478

906,284

4.The shareholders voted to approve the ratification of the appointment of Elliot Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with the vote on the matter being reflected as follows:

For

    

Against

    

Abstain

    

Non-Votes

10,015,947

308,976

9,572

0

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: May 28, 2025