Short answer
MILLER INDUSTRIES INC /TN/ (MLR) filed an 8-K current report with the SEC on March 6, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers). Severance plan shifted from "single-trigger" (payout on COC alone) to "double-trigger": executives now must also face qualifying termination (no-cause firing, death/disability, or good-reason resignation).
MILLER INDUSTRIES INC /TN/ 8-K event analysis
AI summary of each reported item and its exhibits
Item 5.02 · Departure/Election of Directors or Officers
- Severance plan shifted from "single-trigger" (payout on COC alone) to "double-trigger": executives now must also face qualifying termination (no-cause firing, death/disability, or good-reason resignation)
- Change reduces M&A cost risk for acquirers and aligns MLR with governance best practices, potentially making the company a more attractive acquisition target
- Bonus pool activates only if Pretax Income exceeds $20M; scales from 10% to 14% of Pretax Income, with equity mix rising to 70% RSUs at higher earnings tiers
- Equity portion splits evenly between time-based RSUs (3-yr graded vest) and performance-based RSUs (0–200% payout, 3-yr cliff vest): stronger pay-for-performance alignment
- CFO bonus pool allocation increased from 14% to 17% under the new Amended Plan; Chief Manufacturing Officer's 8% pool eliminated and redistributed across remaining executives
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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