Knowles Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Knowles Corporation on May 4, 2016, covering events occurring on May 2 and May 3, 2016. The filing details the results of the Company's Annual Meeting of Stockholders, including director elections, governance amendments, and the approval of a new equity incentive plan.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and equity plan matters.
Material Changes
- Director Resignation: Robert W. Cremin resigned from the Board of Directors effective May 3, 2016. The resignation was not due to any disagreement with the Company. The Board size was reduced from nine to eight directors.
- Governance Amendment: Stockholders approved an amendment to the Certificate of Incorporation replacing the plurality voting standard with a majority voting standard for uncontested director elections. Corresponding By-Law amendments were adopted.
- Equity Plan Approval: Stockholders approved the 2016 Equity and Cash Incentive Plan, replacing the 2014 Plan. The new plan authorizes the issuance of up to 9.4 million shares of common stock.
Guidance, Outlook, and Voting Results
The filing provides no management guidance, outlook, or discussion of risks and contingencies. It reports the following voting results from the Annual Meeting:
- Director Elections (Class III): Jean-Pierre M. Ergas, Prof. Dr. Hermann Eul, and Donald Macleod were elected with approximately 93% of votes cast "For" each candidate.
- Auditor Ratification: PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2016 with approximately 95% of votes "For."
- Executive Compensation: The advisory vote on named executive officer compensation received approximately 90% "For" votes.
- Majority Voting Standard: The amendment to the Certificate of Incorporation received approximately 95% "For" votes.
- 2016 Equity Plan: The new incentive plan received approximately 76% "For" votes, with approximately 22% "Against."
Investor Verification Checklist
- Verify the specific terms of the 2016 Equity and Cash Incentive Plan (Exhibit 10.1), particularly the 1.75x share reduction rule for stock awards.
- Confirm the impact of the majority voting standard amendment on future director elections.
- Review the Company's subsequent filings to identify the replacement director for Robert W. Cremin, if applicable.
- Note that the 2016 Plan allows for various award types including options, SARs, restricted stock, and performance awards.