t76659_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
May 24, 2013

 
MILLER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
 
Tennessee
  
001-14124
  
62-1566286
         
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)

8503 Hilltop Drive, Ooltewah, Tennessee
  
37363
     
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code:
(423) 238-4171
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
On Friday, May 24, 2013, Miller Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Dalton, Georgia.  As of the record date, April 1, 2013, there were 11,232,929 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 9,106,378 shares representing 81.07% of the common stock entitled to vote at the Annual Meeting.
 
The purpose of the Annual Meeting was to elect the following directors to hold office for a term of one year.  The shareholders elected all of the following directors with the vote on the matter being reflected as follows:
 
 
Name
  
For
  
Withheld
  
Non-Votes
 
Theodore H. Ashford III
  
7,881,949
  
1,224,429
  
0
 
Jeffrey I. Badgley
  
8,687,698
  
418,680
  
0
 
A. Russell Chandler, III
  
8,710,312
  
396,066
  
0
 
William G. Miller
  
7,461,294
  
1,645,084
  
0
 
Richard H. Roberts
  
7,136,380
  
1,969,998
  
0
 
The purpose of the meeting was also to consider and act upon a proposal to approve the Miller Industries, Inc. 2013 Non-Employee Director Stock Plan.  The shareholders voted for the approval of the Miller Industries, Inc. 2013 Non-Employee Director Stock Plan with the vote on the matter being reflected as follows:
 
 
Vote Type
  
Number of Votes
 
For
  
9,022,086
 
Against
  
76,861
 
Abstain
  
7,431
 
Non-Votes
  
0
 
The purpose of the meeting was also to vote on a non-binding resolution to approve the compensation of the Company’s named executive officers.  The shareholders voted, on an advisory basis, in favor of the non-binding resolutions with the vote on the matter being reflected as follows:
 
Vote Type
  
Number of Votes
For
  
8,399,609
Against
  
700,453
Abstain
  
6,316
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
  
       
Date:  May 28, 2013