8-K

Knowles Corp (KN)

8-K 2022-11-16 For: 2022-11-16
View Original
Added on April 07, 2026

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): November 16, 2022

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.)

1151 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 7.01 Regulation FD Disclosure.
Knowles Corporation ("Knowles") announced today that the company will rename and realign its reporting structure into three segments: (1) Precision Devices, (2) MedTech & Specialty Audio, and (3) Consumer MEMS Microphones. The new segment reporting structure will provide enhanced transparency into the company’s performance. In addition, this change better aligns with Knowles' strategy and how management reviews its financial results to drive business decision making. Segment reporting under the renamed and realigned structure will begin in the fourth quarter of 2022. As a result, beginning with the announcement of Knowles' fourth quarter of 2022 results and its Annual Report on Form 10-K for the year ended December 31, 2022, Knowles will report its results in these three reportable segments. The segment change has no impact on Knowles' consolidated historical U.S. GAAP financial results. See the press release furnished as Exhibit 99.1 for more details about the new segment structure.
The information furnished with the Current Report on Form 8-K and the related exhibits included in Item 9.01 shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
--- ---
(d) Exhibits.
The following exhibits are furnished as part of this report:
Exhibit Number Description
99.1 PressReleaseexhibit991tokn8k111622.htmdated November 16, 2022
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: November 16, 2022 By: /s/ Robert J. Perna
Robert J. Perna
Senior Vice President, General Counsel & Secretary

exhibit991tokn8k111622

For immediate release Financial Contact: Patton Hofer Vice President, Investor Relations Email: Investorrelations@knowles.com Knowles Announces Changes to Segment Names and Reporting Structure ITASCA, Ill., November 16, 2022 — Knowles Corporation (NYSE: KN), a market leader and global provider of advanced micro-acoustic microphones and balanced armature speakers, audio solutions, and high performance capacitors and radio frequency (“RF”) products, today announces a new segment reporting structure that will provide enhanced transparency into the company’s performance. In addition, this change better aligns with Knowles’ strategy and how management reviews its financial results to drive business decision making. Segment reporting under the renamed and realigned structure will begin in the fourth quarter of 2022. The Company will provide additional information regarding the new segments during its Investor Update call on November 29, 2022. Knowles will rename and realign its reportable segments as follows:  Precision Devices (no change from previous Prevision Devices segment) - designs and delivers high performance capacitor products and RF solutions primarily serving the defense, medtech, electric vehicle, and industrial markets.  MedTech & Specialty Audio (previously part of Audio segment) – designs and manufactures microphones and balanced armature speakers used in applications that serve the hearing health and premium audio markets.  Consumer MEMS Microphones (previously part of Audio segment) – designs and manufactures micro- electro-mechanical systems (“MEMS”) microphones and audio solutions used in applications that primarily serve the ear, Internet of Things (“IoT”), computing, and smartphone markets. Investor Update Call: As previously announced, Knowles will host an Investor Update call on Tuesday, November 29, 2022. This webcasted virtual event will run from 9:00 a.m. Central time (10:00 a.m. Eastern time) to approximately 10:30 a.m. Central time (11:30 a.m. Eastern time). Jeffrey Niew, president and CEO of Knowles, along with John Anderson, senior vice president and CFO, will review the company's new reporting structure, growth strategies, end markets, and capital allocation framework. Management will also provide an update on the company’s progress towards achieving the mid-term financial targets announced in November 2021. A live Q&A session will follow the presentation. The event will be webcast and accessible in the Investor Relations section of the corporate website at www.knowles.com. A replay of the webcast will be available and accessible from the corporate website following the event. Investors can also listen to the Investor Update Call at 9:00 a.m. Central time on November 29, 2022 by calling (844) 200-6205 (United States) or (929) 526-1599 (International). The conference ID is 058379.


Page 2 About Knowles Knowles is a market leader and global provider of advanced micro-acoustic microphones and balanced armature speakers, audio solutions, and high performance capacitors and RF products, serving the consumer electronics, medtech, defense, electric vehicle, and industrial markets. Knowles uses its leading position in SiSonic™ micro- electro-mechanical systems ("MEMS") microphones and strong capabilities in audio processing technologies to optimize audio systems and improve the user experience across consumer applications. Knowles is also a leader in hearing health acoustics, high performance capacitors, and RF solutions for a diverse set of markets. Knowles’ focus on the customer, combined with unique technology, proprietary manufacturing techniques, and global operational expertise, enables it to deliver innovative solutions across multiple applications. Founded in 1946 and headquartered in Itasca, Illinois, Knowles is a global organization with employees in over a dozen countries. The Company continues to invest in high value solutions to diversify its revenue and increase exposure to high growth markets. For more information, visit knowles.com. Source: Knowles Corporation