Business Context and Reporting Period
Company: Miller Industries, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 2, 2026
Reporting Period: Immediate event reporting regarding compensation plan amendments approved by the Compensation Committee on March 2, 2026.
Key Financial Metrics
This filing does not report operational financial results such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structures and severance terms.
Material Changes Versus Prior Period
- Severance Plan Amendment: The Company replaced its "single-trigger" change in control severance framework. Under the new Second Amended and Restated Severance Protection Plan, severance benefits are no longer payable solely upon a change in control. Benefits are now contingent upon a qualifying termination (without cause, death, disability, or resignation for good reason) and the execution of a general release of claims.
- 2025 Bonus Pool Reallocation: The 8% bonus pool share previously allocated to the Chief Manufacturing Officer was reallocated among other executives:
- Chief Financial Officer: Increased from 14% to 16%.
- President of Military and Export: Increased from 8% to 9.5%.
- Chief Information Officer: Increased from 8% to 9.5%.
- Chief Revenue Officer: Increased from 8% to 9.5%.
- General Counsel: Increased from 8% to 9.5%.
- 2026 Bonus Plan Structure: The First Amended and Restated Executive Officer Annual Bonus Plan was adopted for the 2026 fiscal year.
- Threshold: A bonus pool is generated only if Pretax Income exceeds $20 million.
- Payout Formula: The pool percentage ranges from 10% to 14% of Pretax Income based on performance tiers ($20M to $90M+).
- Mix: Payouts are split between cash and Restricted Stock Units (RSUs). As Pretax Income increases, the equity portion increases from 40% to 70%.
- RSU Vesting: Equity awards are split 50/50 between time-based (3-year graded vesting) and performance-based (cliff vesting after 3 years, 0-200% payout).
Guidance, Outlook, and Risks
Management Commentary: The Compensation Committee retains the right to adjust Pretax Income calculations for currency translation, tax law changes, reorganizations, litigation, or other material non-recurring items. The Committee also reserves the right to vary the cash/equity mix among executives.
Risks and Contingencies:
- Clawback Policy: All payments under the Amended Bonus Plan are subject to the Company's Excess Incentive-Based Compensation Recoupment Policy.
- Eligibility: Executives must be employed at the time of cash payment and RSU grant to receive bonuses.
- Plan Modification: The Company retains the right to modify, amend, or terminate the Amended Bonus Plan at any time.
Investor Verification Checklist
- Verify the specific terms of the "qualifying termination" definitions in the new Severance Protection Plan (Exhibit 10.1).
- Confirm the Pretax Income threshold ($20 million) required to trigger any executive bonus pool for the 2026 fiscal year.
- Review the specific performance criteria for the performance-based RSUs, which can result in 0% to 200% of target units.
- Check the Company's Excess Incentive-Based Compensation Recoupment Policy to understand clawback conditions.
- Monitor future filings for the actual Pretax Income figures to determine if the 2026 bonus pool will be activated.