kn-20230502

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): May 2, 2023

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

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 May 2, 2023 (“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 2024 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 2023; 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 Barnes	76,580,781	8,653,290	16,716	2,766,483
Daniel Crowley	83,641,334	1,592,324	17,129	2,766,483
Hermann Eul	79,042,189	6,191,930	16,668	2,766,483
Didier Hirsch	78,144,296	7,089,867	16,624	2,766,483
Ye Jane Li	78,004,242	7,221,558	24,987	2,766,483
Donald Macleod	78,776,144	6,458,253	16,390	2,766,483
Jeffrey S. Niew	79,103,955	6,130,378	16,454	2,766,483
Cheryl Shavers	74,638,771	8,706,307	1,905,709	2,766,483
Michael Wishart	84,555,759	677,699	17,329	2,766,483

Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2023:


			Broker Non-Votes
For	Against	Abstain
87,463,652	529,678	23,940	0

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


			Broker Non-Votes
For	Against	Abstain
77,583,240	7,603,263	64,284	2,766,483


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: May 4, 2023			By: /s/ Robert J. Perna
			Robert J. Perna
			Senior Vice President, General Counsel & Secretary