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KNL > SEC Filings for KNL > Form 8-K on 26-Apr-2013All Recent SEC Filings

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Form 8-K for KNOLL INC


Other Events, Financial Statements and Exhibits

Item 8.01. Other Events

On March 28, 2013, Knoll, Inc. (the "Company") filed a proxy statement (the "Proxy Statement") for its 2013 annual meeting of stockholders (the "Annual Meeting"), which is to be held on May 7, 2013, at 9:00 a.m. Eastern Time, at our offices located at 1330 Avenue of the Americas, 2nd Floor, New York, New York 10019. The Proxy Statement included a proposal to approve the Knoll, Inc. 2013 Stock Incentive Plan (the "Plan").

On or about April 17, 2013, Institutional Shareholder Services Inc. ("ISS") published a proxy analysis and vote recommendation for the Annual Meeting. The proposal to approve the Plan (Proposal Number 2) received an unfavorable recommendation from ISS because the shareholder value transfer for the Plan, as determined by ISS using its proprietary model, was 1% greater than ISS's company-specific allowable cap.

On April 25, 2013, in response to the ISS recommendation, the Board of Directors of the Company approved an amendment and restatement of the Plan, reducing the proposed number of shares reserved for issuance under the Plan from 2,500,000 to 2,000,000 shares.

The foregoing is a summary description of certain terms of the Plan and is qualified in its entirety by reference to the full text of the amended and restated Plan, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Amended and Restated Knoll, Inc. 2013 Stock Incentive Plan.

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