Sector: Industrials
MILLER INDUSTRIES INC · Meeting: May 22, 2026
Directors FOR
5
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
No policy triggers fire for Mr. Ashford: he holds no other public board seats, has attended all meetings, the TSR trigger does not apply (MLR outperformed peer median over 3 years), and he has no familial relationship with management.
William G. Miller (the founder and Executive Chairman) is the father of the CEO, William G. Miller II — a direct familial relationship with the company's top executive that triggers a No vote under the policy's familial relationship rule, which is concerned specifically with proximity to senior management.
For Analysis
Mr. Jackson joined in 2023 (within 24 months of this meeting, making him exempt from the TSR trigger), holds no other public board seats, has relevant technology and manufacturing experience, and meets all attendance requirements.
As CEO and a director, Mr. Miller II is subject to the same TSR trigger as all other directors, but that trigger does not fire — MLR's 3-year price return of +49.4% outperformed the peer group median by +12.0 percentage points, well within the 65-percentage-point threshold for strong positive TSR; no other policy flags apply.
Dr. Reyes joined in 2023 and is within the 24-month new-director exemption window for the TSR trigger; he holds one other public board seat (City Holding Company, CHCO), which is within the two-board limit, and meets all other policy criteria.
Dr. Sweeney joined in 2023 and is within the 24-month new-director exemption window for the TSR trigger; she holds no other public board seats, has relevant manufacturing and executive leadership experience, chairs the Audit Committee, and meets all attendance and independence requirements.
Ms. Walton has served since 2020, holds no other public board seats, the TSR trigger does not fire (MLR outperformed peers over 3 years), and she brings extensive corporate governance and M&A legal expertise relevant to her board role.
Six of seven nominees receive a FOR vote. William G. Miller (the founder and Executive Chairman) receives an AGAINST vote solely because he is the father of the CEO — a direct familial relationship with the company's most senior executive that the policy treats as a governance concern regardless of tenure or performance. All other nominees are clear: the TSR trigger does not fire (MLR's 3-year return of +49.4% beat the peer median by +12 percentage points, far below the 65-point threshold for strong-positive-TSR companies), no overboarding issues exist, and attendance has been satisfactory across the board.
CEO
William G. Miller II
Total Comp
$4,748,987
Prior Support
33.5%%
The 2025 say-on-pay vote received only 33.5% support — far below the 70% threshold that normally requires visible changes or a No vote — but the company has taken meaningful, concrete action in response: it eliminated the single-trigger change-in-control severance provisions that shareholders specifically cited as the reason for their against votes, engaged a new independent compensation consultant, and introduced a new 2026 incentive framework that adds performance-based stock awards (awards that only vest if pre-set financial targets are met) and shifts more pay into long-term equity. Because the company has genuinely remediated the primary shareholder concern rather than offering vague promises, the policy's prior-low-support rule does not require a continued No vote. The CEO's total pay of approximately $4.75 million for a $560 million market-cap industrial company, while substantial, reflects a year of solid profitability ($50.4 million Adjusted Pretax Income) and the pay mix — roughly 54% variable (cash bonus plus stock awards) — meets the policy's requirement that at least 50–60% of senior executive pay be performance-linked.
Auditor
Elliott Davis, LLC
Tenure
20 yrs
Audit Fees
$904,478
Non-Audit Fees
$304,793
The non-audit fee ratio (audit-related fees of $29,120 plus tax fees of $275,673 = $304,793 non-audit, divided by audit fees of $904,478) works out to approximately 34% — well below the 50% threshold that would trigger a No vote. Elliott Davis has served for over 20 years, but the policy's tenure trigger requires 25 or more years to fire, so the current tenure does not trigger a No vote. No material restatements are disclosed. As a regional firm auditing a company with a market cap of $560 million (below the $1 billion threshold), Elliott Davis is considered adequate for this engagement.
Meeting held May 22, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| William G. Miller II | 98.2% | 9.4M | 170,517 | ✓ Elected |
| William G. Miller | 98.2% | 9.4M | 174,646 | ✓ Elected |
| Peter Jackson | 97.2% | 9.3M | 267,930 | ✓ Elected |
| Theodore H. Ashford III | 97.2% | 9.3M | 269,889 | ✓ Elected |
| Dr. Javier Reyes | 97.2% | 9.3M | 271,299 | ✓ Elected |
| Dr. Susan Sweeney | 97.2% | 9.3M | 271,162 | ✓ Elected |
| Leigh Walton | 90.9% | 8.7M | 865,746 | ✓ Elected |
Say on Pay
For 9.0M · Against 374,596 · Abstain 111,766
Auditor Ratification
For 10.1M · Against 282,135 · Abstain 12,552
The 2026 Miller Industries annual meeting ballot contains three proposals: a director election slate where six of seven nominees receive a FOR vote (William G. Miller receives AGAINST due to his father-of-the-CEO familial relationship), auditor ratification of Elliott Davis (FOR — fees and tenure are within policy limits), and an advisory say-on-pay vote (FOR — the company took genuine corrective action after its 33.5% approval rate in 2025 by eliminating single-trigger severance and adding performance-based equity for 2026). There are no stockholder proposals on this ballot.
12 companies disclosed in 2026 proxy filing