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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2020
Knowles Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | 001-36102 | 90-1002689 |
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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1511 Maplewood Drive, Itasca, IL
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (630) 250-5100
N/A
(Former Name or Former Address, if Changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | | KN | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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| Explanatory Note | |
| This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Knowles Corporation (the "Company") filed with the U.S. Securities and Exchange Commission on May 1, 2020 (the "Original Form 8-K"). The Original Form 8-K reported the final voting results of the Company's 2020 annual meeting of stockholders held on April 28, 2020 (the "Annual Meeting"). The purpose of this amendment is to disclose the Company's decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company's named executive officers ("Say-On-Pay"). No other changes have been made to the Original Form 8-K. | |
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| Item 5.07. Submission of Matters to a Vote of Security Holders. | |
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As previously reported in the Original Form 8-K, in a non-binding, advisory vote on frequency of future Say-On-Pay votes held at the Annual Meeting, the frequency of every year received the highest number of votes cast by stockholders (either in person or by proxy), consistent with the recommendation of the Company’s Board of Directors. Following the meeting, the Company’s Board of Directors determined that the Company will hold future Say-On-Pay votes on an annual basis until the next stockholder advisory vote on the frequency of Say-on-Pay votes, which will occur no later than the Company’s 2026 Annual Meeting of Stockholders. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| KNOWLES CORPORATION | |
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| Date: July 28, 2020 | By: /s/ Robert J. Perna | |
| Robert J. Perna | |
| Senior Vice President, General Counsel & Secretary | |