Knoll, Inc. (NYSE:KNL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Charles W. Rayfield appointed Chief Financial Officer

On August 14, 2017, Knoll, Inc. (the "Company") announced that Charles W. Rayfield was promoted to Senior Vice President and Chief Financial Officer, effective immediately. Mr. Rayfield will report to the Company's President and Chief Executive Officer, Andrew B. Cogan. Mr. Rayfield will serve as the Company's principal financial officer for purposes of filings under the Securities Exchange Act of 1934, as amended.

Mr. Rayfield, age 37, has served as the Company's Vice President of Finance and Corporate Controller since November 2015. Prior to that, Mr. Rayfield served as the Vice President, Corporate Controller of The Providence Service Corporation from September 2013 to November 2015 and as the Corporate Controller of BioTelemetry, Inc., from 2008 to 2013.

In connection with his employment, Mr. Rayfield entered into a letter agreement with the Company. Under the agreement, Mr. Rayfield will receive an annual base salary of $300,000 and will be eligible to participate in the Company's annual incentive compensation program. Under the incentive compensation program, Mr. Rayfield will have a 2017 target bonus opportunity of $300,000, with $73,920 guaranteed for 2017. Mr. Rayfield also will receive 5,000 time-vesting restricted shares and 5,000 restricted stock units.

On August 14, 2017, the Company issued a press release announcing the appointment of Mr. Rayfield as the Company's Chief Financial Officer. For additional information regarding Mr. Rayfield, please see the press release which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Daniel W. Dienst joins Knoll Board of Directors

On August 9, 2017, the Board of Directors of the Company voted to increase the size of the Company's Board of Directors from ten members to eleven members and appointed Daniel W. Dienst to serve as director of the Company, effective August 10, 2017. Mr. Dienst will serve as a Class II director until the Company's Annual Meeting of Stockholders to be held during 2018.

As a non-employee director, Mr. Dienst is entitled to participate in the Knoll, Inc. Non-Employee Director Compensation Plan, to which he will receive an annual fee of $50,000 and an annual grant of restricted shares with a fair market value of $70,000, to be granted on the third trading day after the public release of annual financial results.

On August 9, 2017, the Company issued a press release announcing the appointment of Mr. Dienst to the Company's Board of Directors. For additional information regarding Mr. Dienst, please see the press release which is attached to this Current Report on Form 8-K as Exhibit 99.2.

Item 9.01.Financial Statements and Exhibits

Exhibit 10.1 – Letter Agreement

Exhibit 99.1 – Press Release, dated August 14, 2017.

Exhibit 99.2 – Press Release, dated August 9, 2017.

KNOLL INC Exhibit
EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.11235 Water Street P O Box 157 East Greenville,…
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About Knoll, Inc. (NYSE:KNL)

Knoll, Inc. is a designer and manufacturer of furnishings, textiles and leather for the workplace and home. The Company operates through three segments: Office, Studio and Coverings. The Office segment includes systems, seating, storage, tables, desks and KnollExtra ergonomic accessories, as well as the international sales of its North American Office products. The Studio segment includes its KnollStudio division, the Company’s European subsidiaries, which primarily sell KnollStudio products, Richard Schultz Design and Holly Hunt Enterprises, Inc. The KnollStudio portfolio includes a range of lounge seating, side, cafe and dining chairs, and barstools. The Coverings segment includes KnollTextiles, Spinneybeck (including Filzfelt), and Edelman Leather. It offers a portfolio of furniture, textiles and leathers across five product categories: office systems; office seating; files and storage; desks, casegoods and tables, and specialty products.