United States
Securities And Exchange Commission
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On Friday, September 23, 2022, Miller Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Dalton, Georgia. As of the record date, April 5, 2022, there were 11,410,728 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 9,302,752 shares representing 81.48% 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 seven 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:
| Name | For | Withheld | Non-Votes | |||
| Theodore H. Ashford III | 4,641,356 | 4,661,396 | 0 | |||
| A. Russell Chandler, III | 8,195,547 | 1,107,205 | 0 | |||
| William G. Miller | 8,425,928 | 876,824 | 0 | |||
| William G. Miller, II | 8,761,532 | 541,220 | 0 | |||
| Richard H. Roberts | 7,384,214 | 1,918,538 | 0 | |||
| Leigh Walton | 8,526,801 | 775,951 | 0 | |||
| Deborah L. Whitmire | 7,670,135 | 1,632,617 | 0 |
2. 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:
| Vote Type | Number of Votes | |
| For | 9,140,868 | |
| Against | 110,033 | |
| Abstain | 51,849 | |
| Non-Votes | 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: October 4, 2022 | ||