UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant þ Filed by a Party other than the Registrant ◻

Check the appropriate box:

◻

Preliminary Proxy Statement

◻

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

◻

Definitive Additional Materials

◻

Soliciting Material Pursuant to §240.14a-12

miller industries, inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

◻

Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Table of Contents


PROXY STATEMENT	Notice of Annual Meeting of Shareholders

NOTICE

OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF MILLER INDUSTRIES, INC.

You are cordially invited to the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Miller Industries, Inc., a Tennessee corporation (“Miller Industries” or the “Company”):

DATE AND TIME:

Friday, June 21, 2024

at 9:00 a.m. Eastern Time

LOCATION:

Hilton Garden Inn Hotel

879 College Drive, Dalton, Georgia 30720

RECORD DATE:

May 6, 2024

ITEMS OF BUSINESS:

To elect nine directors to hold office until the annual meeting of shareholders in 2025, or until their successors are duly elected and qualified;

To approve, on an advisory basis, the compensation of our named executive officers;

To ratify the appointment of Elliott Davis, LLC as our independent registered public accounting firm for our current fiscal year ending December 31, 2024; and

To transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.

Only shareholders of record at the close of business on May 6, 2024 are entitled to notice of and to vote at the Annual Meeting. Your attention is directed to the proxy statement accompanying this notice for a complete statement regarding matters to be acted upon at the Annual Meeting.

By order of the Board of Directors

/s/ Frank Madonia

Executive Vice President, Secretary and General Counsel

Ooltewah, Tennessee

April 26, 2024

YOUR VOTE IS IMPORTANT

It is important that your shares be represented and voted. Please vote your shares by Internet, telephone or by signing, dating and returning all proxy cards or instruction forms provided. A prompt response is appreciated.


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PROXY STATEMENT	TABLE OF CONTENTS

TABLE OF CONTENTS


		Page
Notice of Annual Meeting of Shareholders		2
Proxy Summary		5
Environmental, Governance and Human Capital Initiatives		7
Corporate Governance		8
Governance Highlights		8
Director Nominations		8
Board Leadership Structure		9
Board and Shareholder Meeting Attendance		10
Board Committees		10
Director Independence		12
Board’s Role in Risk Oversight		12
Board Commitments		13
Communication with Director(s)		13
Code of Conduct		14
Transactions with Related Person(s)		14
Policy on Hedging and Pledging Shares		14
Excess Incentive Based Compensation Recoupment Policy		14
PROPOSAL 1 Election of Directors		15
Director Nominees		16
Director Compensation for Fiscal 2023		24
Director Stock Ownership Guidelines		26
Family Relationships		26
PROPOSAL 2 Advisory Vote to Approve the Compensation of our Named Executive Officers		27
Compensation Discussion and Analysis		28
Executive Compensation Objectives and Philosophy		28
Role of Compensation Consultant		29
Elements of Compensation for Executive Officers		30
Pay Governance Practices		30
Base Salary		31
2023 Executive Annual Bonus Program		31
2023 Executive Chairman Annual Bonus Program		33
Other Compensation and Benefits		33
Our Compensation Process		33
Compensation Peer Group		33
Role of Management		34



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PROXY STATEMENT	TABLE OF CONTENTS

Stock Ownership Guidelines		34
Change in Control Provisions		34
Clawback Policy		35
Employment and Severance Agreements		35
Compensation Related Risk Assessment		35
Tax Considerations		35
Report of the Compensation Committee		36
Compensation Committee Interlocks and Insider Participation		37
Executive Compensation Tables		38
2023 Summary Compensation Table		38
Outstanding Equity Awards at Fiscal Year-End 2023		39
Stock Vested in Fiscal Year 2023		39
Equity Compensation Plan Information		40
Potential Payment upon Termination of Change in Control		40
CEO Pay Ratio		41
Pay Versus Performance		42
Security Ownership of Certain Beneficial Owners and Management		46
PROPOSAL 3 Ratification of Independent Public Accounting Firm		48
Report of the Audit Committee		49
Independent Registered Public Accountant’s Fees and Services		50
Policy Regarding the Approval of Independent Registered Public Accountant		50
Voting Information		51
Notice Regarding the Availability of Proxy Materials		51
Shareholders Entitled to Vote		51
Quorum for the Annual Meeting		51
Shares Registered to Vote		51
Shares Held in Street Name		51
Revoking a Proxy or Voting Instructions		51
Other Business		52
Other Information		53
Proxy Solicitation Costs		53
Annual Report		53
Deadline for Shareholder Proposals for 2025 Annual Meeting		53


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PROXY STATEMENT	Proxy Summary

PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD June 21, 2024

PROXY SUMMARY

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or the “Board of Directors”) of Miller Industries, Inc. (the “Company” or “Miller Industries”) for use at the Company’s 2024 annual meeting of shareholders (the “Annual Meeting”) to be held at the Hilton Garden Inn Hotel, 879 College Drive, Dalton, Georgia 30720, on Friday, June 21, 2024, at 9:00 a.m. (Eastern Time), and any adjournments or postponements thereof. It is anticipated that this proxy statement and the accompanying proxy card will first be mailed to shareholders on or about May 13, 2024.

Only holders of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at the close of business on May 6, 2024 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Once the Record Date has passed, the Company intends to supplement this proxy statement with the number of shares of Common Stock issued and outstanding at the close of business on the Record Date, which shares will be entitled to be voted at the Annual Meeting. As of April 22, 2024, the Company had issued and outstanding 11,469,960 shares of Common Stock. A list of all shareholders entitled to vote will be available for inspection at the Annual Meeting.

[

DATE AND TIME:

Friday, June 21, 2024

at 9:00 a.m. Eastern Time

LOCATION:

Hilton Garden Inn Hotel

879 College Drive, Dalton, Georgia 30720

RECORD DATE:

May 6, 2024

Voting Procedures

A majority of shares entitled to vote and represented in person or by proxy at the Annual Meeting will constitute a quorum. Abstentions and broker non-votes will be counted for the purpose of determining a quorum. Each outstanding share of Common Stock is entitled to one vote.

For all proposals in this proxy statement, abstentions are not considered “votes cast” and, therefore, will not have an effect on the results of the votes on any proposals in this proxy statement. Below are the proposals to be voted on at the Annual Meeting:


Proposal		Votes Required	Voting Options		Board Recommendation
1.	To elect nine directors to hold office until the annual meeting of shareholders in 2025, or until their successors are duly elected and qualified	Plurality (1)	For Withhold	FOR
2.	To approve, on an advisory basis, the compensation of our named executive officers	Majority (2)	For Against Abstain	FOR
3.	To ratify the appointment of Elliott Davis, LLC as our independent registered public accounting firm for our current fiscal year ending December 31, 2024	Majority (3)	For Against Abstain	FOR



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PROXY STATEMENT	Proxy Summary

(1)

The election of a nominee to the Board of Directors requires a plurality of the votes cast by holders of shares of Common Stock present in person or represented by proxy at the Annual Meeting. Therefore, for Proposal 1, to elect nine directors to our Board, the nine director nominees receiving the greatest number of votes at the Annual Meeting shall be elected, even though such nominees may not receive a majority of the votes cast.

(2)

Proposal 2, to approve, on an advisory basis, the compensation of the Company’s named executive officers, will be approved if the number of votes cast “for” such proposal exceeds those cast “against” it. Proposal 2 is advisory and therefore is not binding on us, our Board or our Compensation Committee.

(3)

Proposal 3, to ratify the appointment of Elliott Davis, LLC as our independent registered public accounting firm for our current fiscal year ending December 31, 2024, will be approved if the number of votes cast “for” such proposal exceeds those cast “against” it. Proposal 3 is advisory and therefore is not binding on us, our Board or our Audit Committee.

Broker non-votes are not considered “votes cast” and, therefore, will not have an effect on the results of the vote with respect to any proposal in this proxy statement. A broker non-vote occurs when a proxy received from a broker or other nominee holding shares on behalf of a client does not contain voting instructions on a non-routine matter because the broker or nominee has not received specific voting instructions from the client with respect to such non-routine matter. Proposal 1 and Proposal 2 are non-routine matters and accordingly, the brokerage firm cannot vote your shares on those proposals without your instructions.

If you hold shares of Common Stock in your own name as holder of record as of the close of business on May 6, 2024, then you may give a proxy to be voted at the Annual Meeting in any of the following ways: (i) over the telephone by calling a toll-free number; (ii) electronically, using the Internet; or (iii) by completing, signing and dating the enclosed printed proxy card and returning it in the postage-paid return envelope provided. If you are a shareholder of record and would like to submit your proxy vote by telephone or Internet, you should refer to the specific instructions provided on the enclosed proxy card. If you are a shareholder of record and wish to submit your proxy by mail, you should complete, sign, date and return the proxy card in accordance with the instructions thereon prior to the Annual Meeting. Additionally, a holder of record may vote in person by attending the Annual Meeting and completing a ballot at the Annual Meeting. Even if you currently plan to attend the Annual Meeting, the Company recommends that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you hold shares of Common Stock through a broker or other nominee (i.e., in “street name”), the broker or nominee should provide instructions on how you may instruct the broker or other nominee to vote those shares on your behalf.

A shareholder of record who votes over the Internet or by telephone may revoke the proxy by: (i) attending the Annual Meeting, notifying the Secretary of the Company (or his delegate), and voting in person; or (ii) voting again over the Internet or by telephone by no later than 11:59 p.m. (Eastern Time) on June 20, 2024. A shareholder of record who signs and returns a proxy card may revoke such shareholder’s proxy at any time before it has been exercised by: (i) attending the Annual Meeting, notifying the Secretary of the Company (or his delegate), and voting in person; (ii) filing with the Secretary of the Company a written revocation; or (iii) executing and delivering a timely and valid proxy card bearing a later date. Unless revoked, where a choice is specified on the proxy, the shares represented thereby will be voted in accordance with such choice. If no choice is specified, such shares will be voted in accordance with the Board’s recommendations on the proposals in this proxy statement, as set forth above, and in the discretion of the proxy holders on any other matter that may properly come before the meeting. If you hold shares of Common Stock in street name, you must follow the instructions given by your broker or nominee to change your voting instructions.

The Board of Directors has designated William G. Miller, William G. Miller II and Frank Madonia, and each or any of them, to vote on its behalf the proxies being solicited hereby. The Board of Directors knows of no matters which are to be brought to a vote at the Annual Meeting other than those set forth in the accompanying Notice of Annual Meeting. However, if any other matter properly does come before the Annual Meeting, the persons appointed in the proxy, or their substitutes, will vote in accordance with their best judgment on such matters.


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PROXY STATEMENT	Proxy Summary

Environmental, Governance and Human Capital Initiatives


ENVIRONMENT		We are committed to protecting our planet
		We are committed to promoting a culture of environmental stewardship and conservation. We aim to limit our environmental impact through sustainable business practices and operational efficiencies that reduce waste, emissions, energy intensity and resource depletion. We continually look for new ways to promote sustainable and environmentally-friendly practices at our production facilities to reduce our overall environmental impact and make our workplace safer for our employees.

GOVERNANCE		We live by our Code of Conduct
		A strong emphasis is placed on ethics and compliance, as evidenced by our Code of Conduct. This Code of Conduct applies to all directors, officers and employees and serves to reinforce our core values throughout our operations, and is our main guide to fostering an inclusive, transparent and engaged company culture.
HUMAN CAPITAL		We are committed to protecting and supporting our employees
		At Miller Industries, Inc., we put our people first. Our employees are the foundation of our continuous success, driving forward the growth and development of our Company. Our employees’ feedback on any aspect of our business is essential to Miller Industries’ performance. We consistently engage our employees through various channels, including an annual general survey, pulse surveys on an as-needed basis, townhalls with senior leadership, focus groups and more. During these engagements, we focus on soliciting feedback and turning it into actionable items. The process creates a strong corporate culture in which employees play an integral role in our business. We are also focused on culture and talent, diversity, equity and inclusion and employee health and safety. The Company’s culture is rooted in our values and behaviors, based on treating others the way we would like to be treated and fostering a work environment that is inclusive, diverse, fair and engaged. Providing a positive work environment supports our ability to attract, retain and develop our employees and enables business performance. Diversity, Equity and Inclusion (“DEI”) go together with our core values of respect, integrity, collaboration, innovation, trust and excellence. To increase minority representation, we track our DEI metrics and are engaged in efforts to expand our outreach and attract diverse candidates, such as veterans, women and other underrepresented minority groups. We put our people first. We are committed to fostering a healthy and safe working environment, where every employee is well-supported and trained to responsibly follow company practices and processes.



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PROXY STATEMENT	Corporate Governance

CORPORATE GOVERNANCE

Governance Highlights

We believe that strong governance principles, policies and practices contribute to better results for our shareholders.

Key elements of our corporate governance framework include the following:


✓	Annual election of directors	✓	Lead Independent Director
✓	Our director attendance for Board and Board Committee meetings has been 100% for every meeting since 2013	✓	Our directors have a diversity of skills, experience, gender and backgrounds, with five of the nine director nominees being diverse based on gender or ethnicity
✓	Annual say-on-pay vote	✓	All Audit Committee members are financially literate and three out of six are “audit committee financial experts” (if all nominees are elected, then two out of five will be audit committee “financial experts”)
✓	No shareholder rights (“poison pill”) plan	✓	Overboarding policy that limits our directors from serving on more than two other public company boards and on more than one private company board
✓	A majority of the members of the Board are independent (if all nominees are elected, then seven out of nine directors will be independent)	✓	Periodic Board performance evaluations
✓	Shareholders holding at least 15% of outstanding shares may call special meeting of shareholders	✓	Single class of voting stock
✓	Anti-hedging and anti-hedging policy for executive officers and directors	✓	All Audit, Compensation and Governance & Sustainability Committee Chairs and members are independent
✓	Our Corporate Governance Guidelines provide that the Board expects that when a Chairperson or CEO resigns from that position, he or she will also resign from the Board	✓	Our Code of Conduct applies to all our directors, executive officers, and employees

Director Nominations

The Governance & Sustainability Committee and the Board of Directors seek to ensure that the Board is comprised of a highly capable group of directors who collectively provide a significant breadth of experience, knowledge and ability to effectively satisfy its oversight responsibilities and represent the interest of shareholders, enhance shareholder value and reflect our corporate values of integrity, honesty and adherence to high ethical standards.

In recruiting and evaluating new director candidates, the Governance & Sustainability Committee assesses candidates’ independence, as well as the candidates’ background and experience, current board needs, and diversity. The Company values diversity and endeavors to have a Board representing diverse experience at policy-making levels in business, education or areas that are relevant to the Company’s business, as well as gender and racial/ethnic diversity. Each of the Company’s directors possesses high ethical standards, acts with integrity, and exercises careful, mature judgment. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. Alignment with our shareholders is important in building long-term value for the Company over time.


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PROXY STATEMENT	Corporate Governance

In addition, in determining whether to nominate an existing director for re-election to the Board of Directors, the Governance & Sustainability Committee considers and reviews the existing director’s past attendance at Board and committee meetings and the director’s participation in and contributions to the activities of the Board.

The Governance & Sustainability Committee also considers the number of other public company boards and private company boards on which each existing director and each director nominee serves. Each director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities as a member of the Board and, if applicable, any Board committee(s) on which he or she serves. See “Director Commitments” below for limitations imposed by the Company’s Corporate Governance Guidelines on service by directors on the Boards of other companies.

As part of the Board refreshment process that was undertaken by the Governance & Sustainability Committee commencing in Fall 2022, a special emphasis was placed on enhancing the gender and ethnic diversity of the Board. As a result of these efforts, the slate of directors nominated by the Company in this proxy statement includes five of nine nominees that are diverse based on gender or ethnicity.

The following matrix indicates the diversity of our current Board:

Directors

Miller

Miller II

Ashford III

Chandler III

Jackson

Reyes

Roberts

Sutton

Sweeney

Walton

Demographic Background

African American

Hispanic or Latinx

White

Gender

Female

Male

The Board has not adopted any term limit or established any retirement age for directors. The Board believes that longer‐serving directors with experience and institutional knowledge bring critical skills and insights to the boardroom, and that imposing director term limits would implicitly discount the value of experience and continuity on the Board. The Board of Directors also believes that longer‐tenured directors have a better understanding of the challenges the Company faces and are more comfortable speaking out and challenging management. Accordingly, while director tenure is taken into consideration when making nomination decisions, the Board does not impose limits on director tenure because it believes that doing so could deprive it of the valuable contributions of some of its most experienced members based on an arbitrary determination.

The Governance & Sustainability Committee will consider candidates recommended by shareholders. Shareholder recommendations must comply with the procedures for director nominations set forth in Article I, Section 1.2, of the Company’s bylaws and applicable law. The process for evaluating nominees put forward by shareholders does not differ from the process used to evaluate the slate of directors put forth by the Company.

Board Leadership Structure

The Board of Directors is responsible for overseeing and directing the management of the Company. Mr. William G. Miller serves as the Executive Chairman of the Board. Mr. Jeffrey I. Badgley and Mr. William G. Miller II served as Co-Chief Executive Officers of the Company from 2013 until March 2022, and as of March 2022 Mr. William G. Miller II became the sole Chief Executive Officer of the Company. Each of the standing committees of the Board of Directors, the Audit, Compensation and Governance & Sustainability Committees, is chaired by and comprised entirely of independent directors.

On August 7, 2023, the Board, upon the recommendation of the Governance & Sustainability Committee, amended the Company’s Corporate Governance Guidelines to provide for a lead independent director and elected Theodore H. Ashford III to such position, effective immediately. Mr. Ashford has been a director of the Company since 2010. He was not serving as chair of any committee of the Board at the time he was elected as Lead Independent Director.

The Lead Independent Director’s primary responsibilities include, among others, (i) acting as a liaison between the independent directors, the Chairperson and the Chief Executive Officer, (ii) presiding over meetings of the non-management directors, (iii) providing



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PROXY STATEMENT	Corporate Governance

input to the Chairperson and the CEO on the frequency of Board meetings, the content of Board meeting agendas, and the quality, quantity, appropriateness and timeliness of information provided to the Board, and (iv) performing such other functions as may be requested by the Board, the Chairperson or the CEO. The establishment of a Lead Independent Director with robust functions, authority and responsibilities reflects the Board’s commitment to strong corporate governance. The complete responsibilities of the Lead Independent Director are specified in the Company’s Corporate Governance Guidelines, which are available in the “Investors” section of the Company’s website at www.millerind.com.

The Board of Directors believes that separating the positions of Chairman of the Board and Chief Executive Officer allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board, along with the Lead Independent Director, to lead our Board of Directors in its fundamental role of providing advice to and oversight of management. Our Board of Directors recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as our Board of Director’s oversight responsibilities continue to grow. Although we do not have a policy mandating the separation of the roles of Chairman and the Chief Executive Officer, our Board of Directors believes that having separate positions is the appropriate leadership structure for the Company at this time.

Board and Shareholder Meeting Attendance

The Board is currently composed of eight independent directors under the New York Stock Exchange (“NYSE”) listing rules. During fiscal 2023, the Board met seven times. Each director who served on the Board during fiscal 2023 attended 100% of the meetings of the Board and the committees on which he or she served that were held during his or her tenure on the Board or relevant committee. It is the Board’s policy that directors are encouraged, but not required, to attend the annual meeting of shareholders. All of our then-serving directors attended the 2023 annual meeting of shareholders.

Board Committees

The Board has established the Audit, Compensation and Governance & Sustainability Committees to assist it in discharging its responsibilities. The Board may appoint other committees from time to time. Each committee has a written charter and all such charters, as well as the Company's corporate governance guidelines, are available at the Company's corporate website, www.millerind.com, and will be provided in print to any shareholder who submits a request in writing to Attention: Frank Madonia, Executive Vice President, Secretary, and General Counsel, Miller Industries, Inc., 8503 Hilltop Drive, Ooltewah, Tennessee, 37363.

The current membership of each committee and its primary responsibilities, as well as the number of meetings held by each of these committees during fiscal 2023, are described below.


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PROXY STATEMENT	Corporate Governance

[ ]

◾

compliance with legal and regulatory requirements.

AUDIT COMMITTEE

MEMBERS

◾

Mr. Ashford*

◾

Mr. Chandler*

◾

Mr. Jackson (Member since March 4, 2024)

◾

Mr. Roberts* (Chair until March 6, 2024)

◾

Dr. Sweeney (Chair since March 6, 2024)

◾

Ms. Walton

MEETINGS IN FY 2023: 4

Roles and Responsibilities:

The Audit Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations with respect to:

◾

Matters involving the Company's accounting, auditing, financial reporting, and internal controls, and overseeing the Company's cybersecurity risks and financial policies and activities;

◾

The integrity of the Company's financial statements and activities of the Company that may have a material impact on the financial position of the Company; and

◾

The independent auditor's qualifications and independence, and the performance of the Company's internal audit function and independent auditor.

All members of the Audit Committee meet independence requirements within the meaning of Securities and Exchange Commission (“SEC”) and NYSE listing standards. In 2024, the Board determined that Mr. Jackson now qualifies as an independent director. See “Director Independence” for more information.

In addition, all members of the Audit Committee are “financially literate” within the meaning of the NYSE listing standards.

* Messrs. Ashford, Chandler and Roberts each qualify as an “audit committee financial expert” as defined by applicable SEC rules.

COMPENSATION COMMITTEE

MEMBERS

◾

Mr. Ashford

◾

Mr. Chandler (Chair)

◾

Mr. Roberts

◾

Ms. Sutton

◾

Ms. Walton

MEETINGS IN FY 2023: 4

Roles and Responsibilities:

The Compensation Committee discharges the Board’s responsibilities regarding executive and director compensation, senior executive performance and senior leadership succession planning and its duties include:

◾

Evaluating the performance of the CEO;

◾

Reviewing and approving the compensation of our executive officers;

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Granting equity incentive awards under the Company’s equity incentive plan;

◾

Reviewing and providing guidance to management regarding Company policies, programs, and practices related to talent management and development for executive officers and senior management; and

◾

Retaining outside consultants or advisors as deemed necessary or advisable.

All members of the Compensation Committee meet independence requirements within the meaning of the NYSE listing standards.



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PROXY STATEMENT	Corporate Governance

GOVERNANCE & SUSTAINABILITY

COMMITTEE

MEMBERS

◾

Mr. Ashford

◾

Mr. Chandler

◾

Mr. Roberts

SEC Form DEF 14A filed by Miller Industries Inc.