--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-066608" form_type: "8-K" ticker: "MLR" cik: "0000924822" company_name: "MILLER INDUSTRIES INC /TN/" filed_at: "2023-05-31T23:59:59+00:00" generated_at: "2026-06-14T11:02:27.117186+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Miller Industries shareholders elect 10 directors, approve 2023 stock plan and say-on-pay frequency at one year ## Summary - All 10 director nominees elected; Jill Sutton received highest vote (9,502,732 for, 58,702 withheld). - Approved 2023 Non-Employee Director Stock Plan: 9,348,357 for, 198,471 against. - Advisory say-on-pay passed: 9,035,110 for, 407,207 against; one-year frequency favored with 8,650,446 votes. - Ratification of Elliot Davis as auditor approved: 9,994,889 for, 391,456 against. - Board determined to hold non-binding advisory vote on executive compensation annually. ## SEC filing metadata - accession: 0001104659-23-066608 - form_type: 8-K - ticker: MLR - cik: 0000924822 - company_name: MILLER INDUSTRIES INC /TN/ - filed_at: 2023-05-31T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/924822/000110465923066608/0001104659-23-066608-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/924822/000110465923066608/tm2317443d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-066608 - JSON: https://secwatch.observer/filing/0001104659-23-066608.json - Plain text: https://secwatch.observer/filing/0001104659-23-066608.txt ## Key facts - Shareholder Votes MILLER INDUSTRIES INC /TN/ shareholders approved Election of ten directors to hold office until the annual meeting of shareholders in 2023, or until their successors are duly elected and qualified at the 2023-05-26 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-26 source text: The shareholders elected each of the following ten directors to hold office until the annual meeting of shareholders in 2023, 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 9,084,066 477,368 834,080 A. Russell Chandler III 8,924,116 637,318 834,080 Peter Jackson 9,197,889 363,545 834,080 William G. Miller 9,035,037 526,397 834,080 William G. Miller II 9,393,798 167,636 834,080 Javier Reyes 9,455,040 106,394 834,080 Richard H. Roberts 8,929,044 632,390 834,080 Jill Sutton 9,502,732 58,702 834,080 Susan Sweeney 9,498,312 63,122 834,080 Leigh Walton 8,572,051 989,383 834,080 evidence_url: https://www.sec.gov/Archives/edgar/data/924822/000110465923066608/0001104659-23-066608-index.htm - Shareholder Votes MILLER INDUSTRIES INC /TN/ shareholders approved Non-binding advisory vote to approve the compensation of the Company’s named executive officers at the 2023-05-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-26 source text: The shareholders voted on a non-binding advisory basis, to approve the compensation of the Company’s named executive officers, with the vote on the matter being reflected as follows: For Against Abstain 9,035,110 407,207 119,117 evidence_url: https://www.sec.gov/Archives/edgar/data/924822/000110465923066608/0001104659-23-066608-index.htm - Shareholder Votes MILLER INDUSTRIES INC /TN/ shareholders approved Miller Industries, Inc. 2023 Non-Employee Director Stock Plan at the 2023-05-26 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-26 source text: The shareholders voted to approve the Miller Industries, Inc. 2023 Non-Employee Director Stock Plan, with the vote on the matter being reflected as follows: For Against Abstain 9,348,357 198,471 14,606 evidence_url: https://www.sec.gov/Archives/edgar/data/924822/000110465923066608/0001104659-23-066608-index.htm - Shareholder Votes MILLER INDUSTRIES INC /TN/ shareholders approved Non-binding advisory vote to approve one year as the frequency for future advisory votes on executive compensation at the 2023-05-26 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-26 source text: The shareholders voted on a non-binding, advisory basis, to approve one year as the frequency for future advisory votes on executive compensation, with the vote on the matter being reflected as follows: One Year Two Years Three Years Abstain 8,650,446 5,594 791,282 114,112 evidence_url: https://www.sec.gov/Archives/edgar/data/924822/000110465923066608/0001104659-23-066608-index.htm - Shareholder Votes MILLER INDUSTRIES INC /TN/ shareholders approved Ratification of the appointment of Elliot Davis, LLC as the Company’s independent registered public accounting firm at the 2023-05-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-26 source text: The shareholders voted for the ratification of the appointment of Elliot Davis, LLC as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending December 30, 2023, with the vote on the matter being reflected as follows: For Against Abstain 9,994,889 391,456 9,169 evidence_url: https://www.sec.gov/Archives/edgar/data/924822/000110465923066608/0001104659-23-066608-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.