11-K 1 hmi11k_123120.htm 11-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K

[X]    Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the year ended December 31, 2020
or
[_]    Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-15141
________________________________________________
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Herman Miller, Inc. Profit Sharing and 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Herman Miller, Inc.
855 East Main Avenue
P.O. Box 302
Zeeland, Michigan 49464-0302






























SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.




Date: May 27, 2021
HERMAN MILLER, INC. PROFIT
SHARING AND 401(K) PLAN



/s/ Jacqueline H. Rice
Jacqueline H. Rice
Executive Vice President and General Counsel, on behalf of the Plan Administrative Committee, the Plan's Named Administrator and Fiduciary



Herman Miller, Inc. Profit Sharing and 401(k) Plan
Financial Statements and Supplemental Schedule
Years Ended December 31, 2020 and 2019
Table Of Contents
Report of Independent Registered Public Accounting Firm - BDO USA, LLP
Financial Statements
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Exhibits
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

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Report of Independent Registered Public Accounting Firm
To Plan Participants and Members of the Profit Sharing and 401(k) Plan Investment Committee
Herman Miller, Inc. Profit Sharing and 401(k) Plan
Zeeland, Michigan

Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Herman Miller, Inc. Profit Sharing and 401(k) Plan (the “Plan”) as of December 31, 2020 and 2019, the related statement of changes in net assets available for benefits for the years then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information
The supplemental information in the accompanying Schedule H, Line 4i- Schedule of Assets (Held at End of Year) as of December 31, 2020 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ BDO USA, LLP
We have served as the Plan’s auditor since 2014.
Grand Rapids, Michigan
May 27, 2021
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Herman Miller, Inc. Profit Sharing and 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2020December 31, 2019
Assets
Investments at fair value$1,068,266,135 $957,459,962 
Receivables:
Employee contributions1,155,030 1,100,791 
Employer contributions13,472,896 4,310,878 
Notes receivable from participants8,398,395 9,735,040 
Accrued investment income371,549 471,268 
Total receivables23,397,870 15,617,977 
Net assets available for benefits$1,091,664,005 $973,077,939 
See accompanying notes to the financial statements.

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Herman Miller, Inc. Profit Sharing and 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended
December 31, 2020December 31, 2019
Contributions:
Employee$26,036,423 $26,089,700 
Employer20,792,457 26,195,694 
Rollover2,101,175 2,331,234 
Total contributions48,930,055 54,616,628 
Investment income:
Dividend and interest income37,549,670 34,903,331 
Net appreciation in fair value of investments105,309,658 155,095,452 
Total investment income142,859,328 189,998,783 
Benefit payments(124,428,729)(83,605,743)
Administrative expenses(869,824)(764,395)
Net increase in net assets available for benefits66,490,830 160,245,273 
Net transfers into the plan52,095,236 — 
Net assets available for benefits:
Beginning of year973,077,939 812,832,666 
End of year$1,091,664,005 $973,077,939 
See accompanying notes to the financial statements.

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Herman Miller, Inc. Profit Sharing and 401(k) Plan
Notes to Financial Statements
Years Ended December 31, 2020 and 2019

1. Summary of Significant Accounting and Reporting Policies
Basis of Accounting
The financial statements of the Herman Miller, Inc. Profit Sharing and 401(k) Plan ("the Plan") are presented on the accrual basis of accounting. Comparative information shall be disclosed in respect of the preceding period for all amounts reported in the financial statements.

Payment of Benefits
Benefits are recorded when paid.

Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2020 or 2019. If a participant ceases to make loan repayments and the Plan deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

Investment Valuation and Income Recognition
The Plan's investments are reported at fair value. The fair value of common stocks and mutual funds is based on quoted market prices on the last day of the plan year. The fair value of participation units in collective trust funds is based on quoted redemption values on the last day of the plan year.

Mutual funds: The fair values of mutual fund investments are determined by obtaining quoted prices on nationally recognized securities exchanges (level 1 inputs).

Company common stock: The fair value of Herman Miller, Inc. common stock is determined by obtaining quoted prices from a nationally recognized exchange (level 1 inputs).

Collective trusts: The fair value of participation units held in the collective trust funds are based on their net asset values (NAV), as reported by the managers of the collective trust funds and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. Underlying investments of the S&P 500 Index Fund and S&P MidCap 400 Index Fund consist primarily of common stocks. Underlying investments of the Aggregate Bond Index Fund consist primarily of bonds. The Putnam Stable Value Fund invests primarily in guaranteed and security-backed investment contracts with life insurance companies, banks, and other financial institutions. The Fidelity Managed Income Portfolio Fund invests in benefit-responsive investment contracts issued by insurance companies and other financial institutions, fixed income securities, and money market funds. The collective trust funds provide for daily redemptions by the Plan at reported net asset values per share, with no advance notice requirement.

Purchases and sales of investment securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Net appreciation (depreciation) includes the Plan's gains and losses on investments bought and sold as well as held during the year.

Risks and Uncertainties
Investment securities, in general, are exposed to various risks, such as interest rate, credit, liquidity, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term. Such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
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On March 11, 2020, the World Health Organization declared the novel strain of coronavirus ("COVID-19") a global pandemic and recommended containment and mitigation measures worldwide. The pandemic created significant uncertainty in the global economy.

In response, the Company announced a number of temporary cost reduction actions in April 2020, which included the immediate suspension of employer matching and core contributions. Participants were able to continue to make salary deferral contributions to the Plan. See further discussion in Note 2.

This pandemic has adversely affected global economic activity and greatly contributed to significant deterioration and instability in financial markets. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the fair values of investment securities could occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits. Because the values of the Plan's individual investments have and will fluctuate in response to changing market conditions, the amount of losses that will be recognized in subsequent periods, if any, and related impact on the Plan's liquidity cannot be determined at this time.

Concentration of Credit Risk
At December 31, 2020 and 2019, approximately 6% of the Plan’s assets were invested in Herman Miller, Inc. common stock. A significant decline in the market value of the common stock would significantly affect the net assets available for benefits.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the Plan’s financial statements. The most significant estimates relate to the value of investments. Actual results may differ from those estimates. Adjustments related to changes in estimates are reflected in the Plan's Statement of Changes in Net Assets Available for Benefits in the period in which those estimates changed.

2. Plan Description
The Plan is a defined-contribution plan and subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The following description of the major provisions of the Plan is provided for general information purposes only. Reference should be made to the Plan document or Summary Plan Description for more complete information.

Plan Sponsor
Herman Miller, Inc. and its participating affiliates ("the Company" or "employer") sponsor and administer the Plan for the benefit of any or all of its employees.

Trustee
Under a trust agreement with the Plan administrator, Vanguard Fiduciary Trust Company ("Vanguard") is Trustee of the Plan. In accordance with the responsibilities of the Trustee, as designated in the Trust Agreement, the Trustee administers and invests the Plan’s assets and income for the benefit of the Plan’s participants.

Participation Requirements
All eligible employees of participating affiliates qualify to participate on their first day of employment after the employee has attained age 18.


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Vesting
Participants as of December 31, 2019 were fully vested at all times. Participants had a non-forfeitable right to their salary deferral and employer matching contributions, and employer discretionary contributions, plus the earnings thereon.

Effective January 1, 2020, the Plan was amended to revise the vesting schedules for discretionary employer contributions to become 50% vested after one year of service, and 100% vested after two years of service. Discretionary employer contributions encompass the employer core contributions and any profit sharing contributions that are referenced in the Employer Matching and Core Contributions section below. Participants are fully vested upon reaching age 65, or termination of employment due to death or disability.

Forfeiture
Participants forfeit the non-vested portion of their accounts in the Plan upon termination of employment with the Company. Forfeited balances of terminated non-vested participant accounts may be used at the Company's discretion as outlined in the plan, to pay Plan administrative expenses or reduce employer contributions. The amounts of unallocated forfeitures at December 31, 2020 and 2019 were $28,686 and $53,131 respectively.

Salary Deferral Contributions
A participant may make salary deferral contributions to the Plan. Such deferral is limited to a maximum amount or percentage of the participant’s compensation as determined by the Plan. The Plan provides participants with the option to make pre-tax contributions and Roth post-tax contributions.

New employees are automatically enrolled to the Plan after 30 days of employment to contribute 3 percent. In addition, participant's contributions automatically increase by 1 percent each plan year. The automatic increase will stop when the participant's contributions reach 8 percent.

Employer Matching and Core Contributions
The Company contributes to the Plan as matching contributions a certain percentage of the participant’s salary deferral, subject to certain limitations defined in the Plan document. The Company has different matching formulas for the various subsidiaries in the Plan and the matching contribution formula for each employee group is determined on a year-by-year basis.

All participants who are employed during the contribution period are eligible for the core contribution, if any is made. The core contribution is a percentage of eligible compensation received during the contribution period. The employer may make the core contributions from time to time during or after the plan year, as determined by the employer, or may elect not to make the contribution for a contribution period.

As discussed in Note 1, employer matching and core contributions were suspended in April 2020 due to the uncertainty created by the COVID-19 pandemic. On February 28, 2021, employer matching and core contributions to the Plan were reinstated.

On March 22, 2021, the Company announced that a contribution would be made to the Plan to cover all suspended employer contributions that were foregone from the beginning of June 2020 through the end of February 2021, when the employer contributions were reinstated. This included both employer matching and core contributions. On April 16, 2021, this contribution was made to the Plan. The Plan accrued for those contributions related to the 2020 Plan year in the amount of $13,472,896 as an Employer Contribution Receivable on the Statement of Net Assets Available for Benefit.

Investment Options
Participants have the ability to direct the investment of their salary deferral and employer matching and core contributions into any or all of the investment options offered by the Plan, which currently include the Company’s common stock, various mutual funds and collective trusts.

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Participant Accounts
Individual accounts are maintained for each participant to reflect the participant’s contributions, employer contributions and net investment earnings or loss. Investment earnings or losses are allocated daily based on each participant’s relative account balance within the respective fund.

Voting Rights
Each participant is entitled to exercise voting rights attributable to the Company’s common stock allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. If a participant fails to provide direction as to voting their shares on any issue, the Trustee will vote the shares as directed by the Plan administrator.

Benefit Payments
Benefit payments are recorded when paid. Upon retirement, termination, death or disability, a participant or beneficiary may elect to receive their benefit payment in the form of installments or a single lump-sum payment of a participant’s entire account balance via distribution of the Company’s common stock, cash, or a combination of both as directed by the participant and defined in the Plan document. Participants may also elect to receive withdrawals from the Plan during their employment with the Company, subject to certain restrictions defined in the Plan document.

Notes Receivable From Participants
Upon approval, a participant may receive a loan from their salary deferral account. The loan amount shall not exceed the lesser of 50 percent of the sum of all of the participant’s account balances on the date the loan is approved or $50,000. The period of the loan will not exceed 5 years unless the proceeds are used to acquire the participant’s principal dwelling unit for which the period of the loan will not exceed 10 years. Each loan is secured by the assignment of 50 percent of the interest in and to the participant’s account. The loans bear interest at a rate representative of rates charged by commercial lending institutions for comparable loans. All loans must be repaid in bi-weekly installments of principal and interest through payroll deduction arrangements with the Company or repaid directly to the Trustee. Participant loans are measured at their unpaid principal balance plus any accrued but unpaid interest.

Administrative Expenses
Plan fees are shared by plan participants and the Company. Record keeping fees for the Plan are paid by plan participants. Participants are charged an investment management fee as a percentage of their balance in each fund held in their account. This percentage does not cover the full cost of administration. Therefore, the Company pays the balance of the expenses not paid by the participants. Investment management fees are charged to the Plan as the reduction of investment return and are included in the investment income reported by the Plan.

Plan Termination
The Plan may be discontinued at any time by the Company, but only upon the condition that such action shall render it impossible for any part of the trust to be used for purposes other than the exclusive benefit of participants. Upon complete or partial termination of the Plan, including complete discontinuance of contributions, the trust will continue to be administered as provided in the Trust Agreement. The Company currently has no intention to terminate the Plan.

Plan Merger
Effective June 1 2020, $11,577,995 net assets of the Design Within Reach Retirement and Savings Plan were merged into the Plan. Effective October 1 2020, $40,517,241 net assets of the Maharam Retirement and Savings Plan were merged into the Plan. Each covered employee who was eligible to participate in these plans immediately prior to the respective merger date is eligible to participate in the Plan.

The Coronavirus Aid, Relief, and Economic Security Act
The Coronavirus Aid, Relief, and Economic Security Act ("CARES" Act) includes several relief provisions available to tax-qualified retirement plans and their participants. Plan management has evaluated the relief provisions available to plan participants under the CARES Act and has implemented the following provisions:
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•Special COVID-19 distributions up to $100,000
•Increase of the available loan amount to the lesser of $100,000 or 100% of the participants vested account balance
•Extension of the period for loan repayments, if applicable, up to one year
•Suspended required minimum distributions for 2020

3. Fair Value Measurements
The Company follows ASC Topic 820, Fair Value Measurements and Disclosures, which provides a consistent definition of fair value, focuses on exit price, prioritizes the use of market-based inputs over entity-specific inputs for measuring fair value and establishes a three-tier hierarchy for fair value measurements. This topic requires fair value measurements to be classified and disclosed in one of the following three categories:
•Level 1: Unadjusted quoted prices from active markets that are accessible at the measurement date for identical asset.
•Level 2: Inputs other than quoted prices in active markets for identical assets that are observable, either directly or indirectly, for substantially the full-term of the asset.
•Level 3: Unobservable inputs for the asset. Level 3 inputs include managements’ own assumption about the assumptions that market participants would use in pricing the asset (including assumptions about risk).

In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The methods described above and in Note 1 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The following table sets forth by level, within the fair value hierarchy, a summary of the Plan’s investments measured at fair value on a recurring basis as of December 31, 2020:
Level 1Level 2Level 3Total
Herman Miller, Inc. common stock$66,977,914 $— $— $66,977,914 
Mutual funds$774,403,054 $— $— $774,403,054 
Other investments measured at NAV(a)
$226,885,167 
Total investments at fair value$841,380,968 $— $— $1,068,266,135 

The following table sets forth by level, within the fair value hierarchy, a summary of the Plan’s investments measured at fair value on a recurring basis as of December 31, 2019:
Level 1Level 2Level 3Total
Herman Miller, Inc. common stock$93,468,060 $— $— $93,468,060 
Mutual funds682,927,569 — — 682,927,569 
Other investments measured at NAV(a)
181,064,333 
Total investments at fair value$776,395,629 $— $— $957,459,962 

(a) In accordance with subtopic 820-10, certain investments that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statement of Net Assets Available for Benefits.

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4. Party-in-Interest Transactions
A party-in-interest is defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. The Company pays certain professional fees for the consultation and audit of the Plan.

The Plan investments include shares of mutual funds managed by the Trustee and shares of common stock of the Company. These transactions qualify as party-in-interest transactions. During the years ended December 31, 2020 and 2019, the Plan recorded income related to dividends from shares of Company common stock of $840,333 and $1,964,986, respectively. As of December 31, 2020 and 2019, the Plan owned 1,981,595 and 2,244,131 shares of Company common stock, respectively. Notes receivable from participants are also considered party-in interest transactions.

5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated March 30, 2017, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code ("the Code") and the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since receiving the determination letter. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and believes that the Plan is qualified and the related trust is tax exempt.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan. The Plan Administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2020 and 2019, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing authorities; however, there are currently no audits for any tax periods in progress.

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EXHIBITS
The following exhibits are filed as part of this report:

Exhibit Number    Document

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Herman Miller, Inc. Profit Sharing and 401(k) Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
EIN 38-0837640 Plan #002
December 31, 2020
(a)(b)(c)(d)(e)
Identity of Issuer, Borrower, Lessor, or Similar PartyDescription of Investment, Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity ValueCostCurrent Value
Common stock
*Herman Miller, Inc.Common Stock (1,981,595 shares)a$66,977,914 
Mutual funds
*VanguardWellington Funda39,942,793 
*VanguardSmall Cap Growth Index Funda54,017,344 
DelawareSmall Cap Value Funda32,522,907 
American FundsEuroPacific Growth Funda58,050,639 
Dodge & CoxTotal Income Funda71,621,466 
CalvertU.S. Large Cap Core Responsible Index Funda12,260,452 
T Rowe PriceEmerging Market Stocka6,794,963 
BlackRockBlack Rock Equity Dividend Fund I Classa39,760,401 
Harbor FundsHarbor Capital Appreciation Funda167,581,107 
*VanguardRetirement Income Trust IIa6,852,519 
*VanguardRetirement 2015 Trust IIa4,376,937 
*VanguardRetirement 2020 Trust IIa22,168,951 
*VanguardRetirement 2025 Trust IIa56,474,767 
*VanguardRetirement 2030 Trust IIa44,389,430 
*VanguardRetirement 2035 Trust IIa49,583,338 
*VanguardRetirement 2040 Trust IIa33,199,856 
*VanguardRetirement 2045 Trust IIa27,835,686 
*VanguardRetirement 2050 Trust IIa22,372,675 
*VanguardRetirement 2055 Trust IIa15,616,440 
*VanguardRetirement 2060 Trust IIa8,057,474 
*VanguardRetirement 2065 Trust IIa922,909 
774,403,054 
Collective trust funds
Putnam Fiduciary Trust CompanyStable Value Funda111,860,483 
Northern Trust Global InvestmentsS&P 500 Index Funda64,913,639 
Northern Trust Global InvestmentsS&P MidCap 400 Index Funda10,690,748 
Northern Trust Global InvestmentsAggregate Bond Index Funda39,247,542 
Fidelity InvestmentsManaged Income Portfolioa172,755 
226,885,167 
*Participant loansNotes Receivable From Participants (interest rates from 4.25% to 10.50%) maturing at various dates through July 2030.-8,398,395 
$1,076,664,530 
*Represents party in interest.
aInvestment is participant directed, therefore, historical cost information is not required.

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