0001587523FALSE00015875232022-11-282022-11-28
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): December 20, 2023
Knowles Corporation
(Exact name of registrant as specified in its charter)
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| Delaware |
001-36102 |
90-1002689 |
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| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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1151 Maplewood Drive, Itasca, IL
(Address of Principal Executive Offices)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading Symbol |
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Name of each exchange on which registered |
| Common Stock, $0.01 par value per share |
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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 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.
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| Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On December 20, 2023, Dr. Hermann Eul, a member of the Board of Directors (the "Board") of Knowles Corporation (the "Company") informed the Company of his decision to resign as a member of the Board and as a member of the Company's Compensation Committee (the "Committee"), effective January 1, 2024. Dr. Eul's resignation is not the result of any dispute or disagreement with the Company on any matter related to the Company's operations, policies, or practices. In connection with Dr. Eul's resignation and in recognition of his service and contributions to the Company, the Committee approved the accelerated vesting of 6,915 outstanding and unvested restricted stock units previously granted to Dr. Eul under the Company's 2018 Equity and Cash Incentive Plan. The restricted stock units represent a pro rata portion of Dr. Eul's restricted stock units that were scheduled to vest entirely on May 2, 2024. |
SIGNATURES
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KNOWLES CORPORATION |
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| Date: December 27, 2023 |
By: /s/ Robert J. Perna |
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Robert J. Perna |
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Senior Vice President, General Counsel & Secretary |
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