miller industries, inc.

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant þ Filed by a Party other than the Registrant ◻

Check the appropriate box:

◻

Preliminary Proxy Statement

◻

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

◻

Definitive Additional Materials

◻

Soliciting Material Pursuant to §240.14a-12

miller industries, inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

◻

Fee paid previously with preliminary materials.

◻

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Table of Contents


PROXY STATEMENT	Notice of Annual Meeting of Shareholders

NOTICE

OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF MILLER INDUSTRIES, INC.

You are cordially invited to the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Miller Industries, Inc., a Tennessee corporation (“Miller Industries” or the “Company”):

ITEMS OF BUSINESS:

To elect seven directors to hold office until the annual meeting of shareholders in 2027, or until their successors are duly elected and qualified;

To approve, on an advisory basis, the compensation of our named executive officers;

To ratify the appointment of Elliott Davis, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

To transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.

Only shareholders of record at the close of business on March 31, 2026 are entitled to notice of and to vote at the Annual Meeting. Your attention is directed to the proxy statement accompanying this notice for a complete statement regarding matters to be acted upon at the Annual Meeting.

By order of the Board of Directors

/s/ Frank Madonia

Executive Vice President, Secretary and General Counsel

Ooltewah, Tennessee

April 8, 2026

YOUR VOTE IS IMPORTANT

It is important that your shares be represented and voted. Please vote your shares by Internet, telephone or by signing, dating, and returning all proxy cards or instruction forms provided. A prompt response is appreciated.



	1

Table of Contents


PROXY STATEMENT	TABLE OF CONTENTS

TABLE OF CONTENTS


		Page
Proxy Summary		5
Environmental, Governance, and Human Capital Initiatives		8

Corporate Governance		9
Governance Highlights

SEC Form DEF 14A filed by Miller Industries Inc.