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As Of Filer Filing For·On·As Docs:Size 5/01/20 Knowles Corp 8-K:5,9 4/27/20 16:16M |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 59K 2: EX-10.1 Material Contract HTML 104K 3: EX-10.2 Material Contract HTML 23K 4: EX-10.3 Material Contract HTML 49K 5: EX-10.4 Material Contract HTML 60K 12: R1 Cover Statement HTML 48K 14: XML IDEA XML File -- Filing Summary XML 13K 15: XML XBRL Instance -- kn-20200427_htm XML 22K 16: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.CAL XBRL Calculations -- kn-20200427_cal XML 7K 8: EX-101.DEF XBRL Definitions -- kn-20200427_def XML 39K 9: EX-101.LAB XBRL Labels -- kn-20200427_lab XML 78K 10: EX-101.PRE XBRL Presentations -- kn-20200427_pre XML 39K 6: EX-101.SCH XBRL Schema -- kn-20200427 XSD 12K 13: JSON XBRL Instance as JSON Data -- MetaLinks 13± 20K 11: ZIP XBRL Zipped Folder -- 0001587523-20-000016-xbrl Zip 70K
kn-20200427 |
i Delaware | i 001-36102 | i 90-1002689 | ||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
i Common Stock, $0.01 par value per share | i KN | i New York Stock Exchange |
Item 5.02. Compensatory Arrangements of Certain Officers. | ||||||||
Amended and Restated
Knowles Corporation 2018 Equity and Cash Incentive Plan At the Knowles Corporation annual meeting of stockholders held on April 28, 2020 (the "Annual Meeting"), the Company's stockholders approved the Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan (the "Equity Plan") to, among other things, increase the number of shares available for issuance under the Equity Plan to a total number of 16,100,000, subject to adjustment in connection with certain capitalization events in accordance with the Equity Plan. A more complete description of the Equity Plan is contained in the Company’s Proxy
Statement, dated March 11, 2020 , as filed with the Securities and Exchange Commission (the "Commission"), under the heading "PROPOSAL 5 APPROVAL OF THE AMENDED AND RESTATED KNOWLES CORPORATION 2018 EQUITY AND CASH INCENTIVE PLAN," and as supplemented by additional proxy materials filed on April 6, 2020 and on April 20, 2020 (collectively, the "Proxy Statement") which is incorporated by reference. The description of the Equity Plan set forth in the Proxy Statement is qualified in its entirety by reference to the complete text of the Equity Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. | ||||||||
Non-Employee
Director Restricted Stock Unit Award Agreement On April 27, 2020, the Board of Directors of the Company approved a form of Non-Employee Director Restricted Stock Unit Award Agreement to be used for restricted stock units awarded to non-employee directors pursuant to the Equity Plan. A copy of the form of Non-Employee Director Restricted Stock Unit Award Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference. | ||||||||
Severance
Plans On April 27, 2020, the Board of Directors of the Company approved amended and restated versions of each of the Knowles Corporation Executive Severance Plan (the "Severance Plan') and the Knowles Corporation Senior Executive Change-In-Control Severance Plan (the "CIC Plan", and together with the Severance Plan, the "Executive Severance Plans"), each effective as of April 27, 2020. The Executive Severance Plans provide severance benefits to the eligible employees, including the Company's named executive officers. The restatements to the Executive Severance
Plans resulted from a periodic review of the plans, which were last updated in 2014, and generally do not modify the benefit levels or material terms of the plans. The key modification made to the plans were (i) to revise the definition of "Eligible Executive" to more accurately encompass the executive management team, and (ii) with respect to the CIC Plan only, to revise the change of control period to commence three months prior to the change of control event. The foregoing description of the Executive Severance Plans does not purport to be complete and is qualified in its entirety by reference to the plans, copies of which are attached hereto as Exhibits 10.3 and 10.4 and incorporated herein by reference |
Item 5.07. Submission of Matters to a Vote of Security Holders. | ||||||||
Knowles Corporation (the "Company") held its annual meeting of stockholders on April 28, 2020 (the “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 2021 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 2020, (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, by a non-binding advisory vote to consider future advisory votes on the Company's named executive officer compensation every year, and (v) approved the Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan. Set forth below are the voting results for each of the proposals presented at the Annual Meeting: | ||||||||
Broker
Non-Votes | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Director | For | Against | Abstain | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Keith L. Barnes | 80,368,233 | 1,878,656 | 24,217 | 4,642,319 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Hermann
Eul | 80,932,160 | 1,314,294 | 24,652 | 4,642,319 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Donald Macleod | 80,911,189 | 1,335,311 | 24,606 | 4,642,319 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey S. Niew | 81,278,253 | 970,295 | 22,558 | 4,642,319 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cheryl Shavers | 80,254,872 | 1,994,229 | 22,005 | 4,642,319 |
Broker
Non-Votes | ||||||||||||||||||||
For | Against | Abstain | ||||||||||||||||||
85,968,477 | 922,176 | 22,772 | 0 |
Broker Non-Votes | ||||||||||||||||||||
For | Against | Abstain | ||||||||||||||||||
80,646,183 | 1,543,682 | 81,241 | 4,642,319 |
Abstain | ||||||||||||||||||||
Every Year | Every 2 Years | Every 3 Years | ||||||||||||||||||
74,870,101 | 124,496 | 7,240,187 | 36,322 |
Broker Non-Votes | ||||||||||||||||||||
For | Against | Abstain | ||||||||||||||||||
73,525,645 | 8,687,904 | 57,557 | 4,642,319 |
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) |
KNOWLES CORPORATION | ||||||||
Date: May 1, 2020 | By: /s/ Robert J. Perna | |||||||
Robert J. Perna | ||||||||
Senior Vice President, General Counsel & Secretary |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/1/20 | |||
4/28/20 | DEF 14A | |||
For Period end: | 4/27/20 | 8-K/A | ||
4/20/20 | DEFA14A | |||
4/6/20 | DEFA14A | |||
3/11/20 | DEF 14A, DEFA14A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 Knowles Corp. 10-K 12/31/23 116:16M 2/09/23 Knowles Corp. 10-K 12/31/22 115:17M 2/09/22 Knowles Corp. 10-K 12/31/21 110:16M 2/10/21 Knowles Corp. 10-K 12/31/20 115:16M |