MILLER INDUSTRIES, INC. (NYSE:MLR) 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
On February 6, 2020, the Board of Directors (the “Board”) of Miller Industries, Inc. (the “Company”), on the recommendation of its Nominating Committee, voted to increase its size from five directors to seven directors and to appoint Leigh Walton and Deborah L. Whitmire, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, to fill the newly-created vacancies, effective as of February 10, 2020. The Board has appointed Ms. Walton to the Audit Committee, the Compensation Committee and the Nominating Committee of the Board.
Neither Ms. Walton nor Ms. Whitmire has any arrangements or understandings with any other person to which she was appointed to the Board, nor does either of them have a relationship or related transaction with the Company that would require disclosure to Item 404(a) of Regulation S-K of the Securities and Exchange Commission in connection with her appointment as a director of the Company.
Ms. Walton will receive the standard non-employee director compensation provided to the Company’s current non-employee directors, prorated for the portion of the fiscal year that she serves. The Company’s non-employee director compensation program is described under the heading “Non-Employee Director Compensation for 2018” in the Company’s most recent proxy statement, as filed with the Securities and Exchange Commission on April 17, 2019, which description is incorporated herein by reference. Ms. Whitmire will not receive any additional compensation for serving on the Board.
Ms. Walton and Ms. Whitmire will also enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 1998 and is incorporated herein by reference.
A copy of the press releases announcing the appointment of Ms. Walton and Ms. Whitmire to the Board are being attached as Exhibit 99.1 and Exhibit 99.2, respectively.
(d) Exhibits.
| 99.1 | Press Release of Miller Industries, Inc. dated February 10, 2020, announcing the election of Leigh Walton to Board of Directors |
| 99.2 | Press Release of Miller Industries, Inc. dated February 10, 2020, announcing the election of Deborah Whitmire to Board of Directors |
MILLER INDUSTRIES INC /TN/ Exhibit
EX-99.1 2 tm207051d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 8503 Hilltop Drive,…
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About MILLER INDUSTRIES, INC. (NYSE:MLR)
Miller Industries, Inc. is a manufacturer of towing and recovery equipment. The Company manufactures the bodies of wreckers and car carriers, which are installed on truck chassis manufactured by third parties. The Company purchases truck chassis for resale to its customers. The Company also manufactures vehicle transport trailers. The Company’s products are sold through independent distributors that serve approximately 50 states, Canada and Mexico, and other foreign markets, including Europe, the Pacific Rim, the Middle East, South America and Africa, and through prime contractors to governmental entities. The Company’s products are offered under various brands, including Century, Vulcan, Challenger, Holmes, Champion, Chevron, Eagle, Titan, Jige and Boniface. The Company’s wreckers are used to recover and tow disabled vehicles and other equipment, and range in type from the conventional tow truck to large recovery vehicles with approximately 70-ton lifting capacities.