8-K 1 d747049d8k.htm 8-K 8-K

 

 

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 31, 2019

 

 

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)

  

(IRS Employer

Identification No.)

1151 Maplewood Drive, Itasca, Illinois   60143
(Address of principal executive offices)   (Zip Code)

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

Not Applicable

(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(s)

  

Name of each exchange

on which registered

Common Stock, par value

$0.01 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.  ☐

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

Knowles Corporation (the “Company”) held its annual meeting of stockholders on May 31, 2019 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected the persons listed below to serve as Class III directors for a one-year term expiring at the 2020 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 2019, (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, (iv) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority shareholder vote requirement to amend certain provisions of the Company’s charter and (v) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority shareholder vote requirement to amend the Company’s By-Laws. Set forth below are the voting results for each of the proposals presented at the Annual Meeting:

Proposal 1 — Election of four Class III directors:

 

Director

    For      Against      Abstain      Broker
Non-Votes		  

Hermann Eul

      76,791,844        1,388,328        384,894        5,639,055  

Donald Macleod

      76,759,590        1,420,781        384,695        5,639,055  

Dr. Cheryl Shavers

      76,977,089        1,203,481        384,496        5,639,055  

Steven F. Mayer

      76,705,827        1,223,637        635,602        5,639,055  

Proposal 2 — Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2019:

 

For

   

Against

   

Abstain

   

Broker

Non-Votes

83,845,418    331,530    27,173    0

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

 

For

   

Against

   

Abstain

   

Broker

Non-Votes

72,282,732    6,151,048    131,286    5,639,055

Proposal 4 — Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority shareholder vote requirement to amend certain provisions of the Company’s charter:

 

For

   

Against

   

Abstain

   

Broker

Non-Votes

78,205,846    325,410    33,810    5,639,055

Proposal 5 — Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority shareholder vote requirement to amend the Company’s By-Laws:

 

For

   

Against

   

Abstain

   

Broker

Non-Votes

78,007,908    325,137    232,021    5,639,055

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    KNOWLES CORPORATION
Date: June 6, 2019     By:   /s/ Robert J. Perna
      Robert J. Perna
      Senior Vice President, General Counsel & Secretary

 

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