Knowles Corporation 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report, dated April 27, 2020, covers events surrounding the Knowles Corporation annual meeting of stockholders held on April 28, 2020. The filing details the approval of corporate governance matters, including director elections, auditor ratification, executive compensation votes, and amendments to equity and severance plans.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and compensatory arrangements rather than financial performance results.
Material Changes and Corporate Actions
- Equity Plan Amendment: Stockholders approved the Amended and Restated 2018 Equity and Cash Incentive Plan, increasing the number of shares available for issuance to 16,100,000.
- Severance Plan Updates: The Board approved amended Executive Severance and Change-In-Control Severance Plans effective April 27, 2020. Key modifications included revising the definition of "Eligible Executive" and adjusting the change of control period for the CIC Plan to commence three months prior to the event.
- Director Elections: Stockholders elected Keith L. Barnes, Hermann Eul, Donald Macleod, Jeffrey S. Niew, and Cheryl Shavers to serve as directors for a one-year term.
- Auditor Ratification: Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2020.
Guidance, Outlook, and Risks
The filing does not contain management guidance, financial outlook, or specific risk factors. The document notes that the restatements to the Executive Severance Plans generally do not modify benefit levels or material terms, resulting from a periodic review of plans last updated in 2014.
Investor Verification Checklist
- Verify the total share count available under the newly approved Equity Plan (16,100,000 shares).
- Review the specific terms of the amended Executive Severance and Change-In-Control Severance Plans (Exhibits 10.3 and 10.4) to understand the revised "Eligible Executive" definition.
- Confirm the voting results for the advisory compensation vote (Proposal 3), where 80,646,183 votes were cast "For" versus 1,543,682 "Against".
- Check the frequency of future advisory compensation votes, which stockholders approved to occur "Every Year" (74,870,101 votes).