0001587523FALSE00015875232020-05-012020-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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, 2021

Knowles Corporation

(Exact name of registrant as specified in its charter)

Delaware			001-36102			90-1002689
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

1511 Maplewood Drive, Itasca, IL

(Address of Principal Executive Offices)

60143

(Zip Code)

Registrant's telephone number, including area code: (630) 250-5100

(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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			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:

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

---

Item 5.07. Submission of Matters to a Vote of Security Holders.
Knowles Corporation (the "Company") held its annual meeting of stockholders on April 27, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders (i) elected the persons listed below to serve as directors for a one-year term expiring at the 2022 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, (ii) ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2021, and (iii) approved, on an advisory non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement filed by the Company with the U.S. Securities and Exchange Commission in connection with the Annual Meeting. Set forth below are the voting results for each of the proposals presented at the Annual Meeting:

Proposal 1 - Election of Directors

																																													Broker Non-Votes
Director									For												Against												Abstain
Keith L. Barnes									81,578,908												925,754												17,444												3,401,365
Hermann Eul									81,391,251												1,114,808												16,047												3,401,365
Didier Hirsch									81,599,175												905,419												17,512												3,401,365
Ronald Jankov									81,207,981												1,296,562												17,563												3,401,365
Ye Jane Li									81,600,921												902,670												18,515												3,401,365
Donald Macleod									81,376,877												1,127,871												17,358												3,401,365
Jeffrey S. Niew									82,268,192												234,951												18,963												3,401,365
Cheryl Shavers									80,726,309												1,780,382												15,415												3,401,365
Michael Wishart									82,437,586												66,969												17,551												3,401,365

Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2021:

																		Broker Non-Votes
For						Against						Abstain
84,719,765						1,177,508						26,198						0

Proposal 3 - Non-binding advisory vote to approve named executive officer compensation:

																		Broker Non-Votes
For						Against						Abstain
80,196,143						2,238,451						87,512						3,401,365

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

---

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.

			KNOWLES CORPORATION
Date: April 29, 2021			By: /s/ Robert J. Perna
			Robert J. Perna
			Senior Vice President, General Counsel & Secretary