8-K - KN - Equibles

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): July 26, 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.)

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 26, 2022, the Board of Directors (the “Board”) of Knowles Corporation (the “Company”) increased the size of the Board from eight persons to nine persons and elected Daniel J. Crowley as a new director to fill the vacancy created by such increase. Mr. Crowley will hold office as a director on the Board until the Company’s next annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier resignation or removal. Mr. Crowley was appointed to serve on the Compensation Committee of the Board.<br><br><br><br>The Board has determined that Mr. Crowley meets the standards of independence under the Company’s Standards for Director Independence, as well as applicable corporate governance listing standards of the New York Stock Exchange.<br><br>There is no arrangement or understanding between Mr. Crowley and any other person pursuant to which he was selected as a director. Mr. Crowley does not have a direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K.<br><br><br><br>Mr. Crowley will receive compensation for his service on the Board in accordance with the Company’s standard compensation arrangement for non-employee directors. A description of the Company’s non-employee director compensation can be found under the heading “Directors’ Compensation” in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on March 11, 2022. This compensation generally consists of (i) an annual retainer of $235,000, payable $65,000 in cash and $170,000 in restricted stock units that vest on the first anniversary of the grant, and (ii) a one-time grant upon election to the Board of $170,000 in restricted stock units that vest on the third anniversary of the grant. Mr. Crowley’s initial annual retainer for service as a non-employee director will be prorated to reflect the time he serves on the Board during his first year of service.
Item 7.01. Regulation FD.
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A copy of the press release issued by the Company on July 26, 2022, which announces the election of Mr. Crowley to the Board, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit Number	Description
99.1	Press Release of Knowles Corporation dated July 26, 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: July 27, 2022	By: /s/ Robert J. Perna
	Robert J. Perna
	Senior Vice President, General Counsel & Secretary

exhibit991tokn8k072622

For immediate release Financial Contact: John Anderson Knowles Investor Relations Email: Investorrelations@knowles.com Knowles Appoints Daniel J. Crowley to its Board of Directors ITASCA, Ill., July 26, 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 products, today announced the appointment of Daniel J. Crowley as an independent director to the Company’s Board of Directors. His appointment expands the Board to 9 directors. Mr. Crowley is currently Chairman, President and Chief Executive Officer of Triumph Group, Inc., a global company that designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. He served as Triumph’s President and Chief Executive Officer and as a director since 2016, and as its Chairman since 2020. Mr. Crowley has over 38 years of experience in the aerospace and defense industry. He previously served as a corporate Vice President and President of Integrated Defense Systems at Raytheon Company from 2013 until 2015, and as President of Network Centric Systems at Raytheon Company from 2010 until 2013. Prior to joining Raytheon Company, Mr. Crowley served as Chief Operating Officer of Lockheed Martin Aeronautics after holding a series of increasingly responsible assignments across its space, electronics, and aeronautics sectors. “We are delighted to welcome Dan to Knowles’ Board of Directors. His extensive executive experience leading large, global manufacturing and industrial companies and his insights into the defense market will benefit Knowles as we continue to focus on higher value solutions and markets to enhance shareholder value,” said Don Macleod, chairman of the board of Knowles. Mr. Crowley will also serve as a member of the Compensation Committee of Knowles’ Board of Directors. 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 radio frequency (“RF”) products, serving the consumer electronics, medtech, defense, electric vehicle, industrial, and communications 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. For more information, visit knowles.com.