Miller Industries (MLR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2026, with shareholders of record as of March 31, 2026, eligible to vote on key proposals including director elections, executive compensation, and auditor ratification.

• Seven directors are nominated for election, all current members, with a majority being independent and possessing diverse backgrounds.

• Shareholders will vote on an advisory basis on executive compensation and the ratification of Elliott Davis, LLC as the independent auditor.

• The company emphasizes strong governance, environmental stewardship, and human capital initiatives, including employee engagement and safety.

Voting matters and shareholder proposals

• Proposals include electing seven directors, approving executive compensation (say-on-pay), and ratifying the independent auditor.

• All directors are elected annually by plurality; say-on-pay and auditor ratification require a majority of votes cast.

• Shareholders can submit proposals for the 2027 meeting by December 9, 2026.

Board of directors and corporate governance

• The board consists of seven directors, five of whom are independent; leadership roles are separated between Executive Chairman and CEO.

• Committees include Audit, Compensation, and Governance & Sustainability, all chaired by independent directors.

• No term limits or retirement age for directors; diversity and experience are prioritized in nominations.

• Stock ownership guidelines require directors to hold stock valued at five times their annual cash compensation.