Business Context and Reporting Period
This Form 8-K filing by Knowles Corporation (KN) reports on the Annual Meeting of Stockholders held on April 26, 2022. The filing details the outcomes of shareholder votes regarding director elections, auditor ratification, and executive compensation.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance events and does not contain financial performance data.
Material Changes
No material financial changes or operational updates are disclosed in this filing. The document serves to record the results of the shareholder vote rather than report on business performance changes.
Guidance, Outlook, and Voting Results
The filing outlines three key proposals approved by shareholders:
- Proposal 1 (Election of Directors): All eight nominees were elected to serve one-year terms. The directors elected are Keith L. Barnes, Hermann Eul, Didier Hirsch, Ye Jane Li, Donald Macleod, Jeffrey S. Niew, Cheryl Shavers, and Michael Wishart. Voting results showed strong support, with "For" votes ranging from approximately 82.6 million to 83.7 million per director.
- Proposal 2 (Auditor Ratification): Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2022. The vote was 87,309,148 For, 301,236 Against, and 34,527 Abstain.
- Proposal 3 (Executive Compensation): Shareholders approved, on a non-binding advisory basis, the compensation for named executive officers. The vote was 81,821,695 For, 2,104,784 Against, and 95,251 Abstain.
The filing contains no specific management commentary on future outlook, risks, or contingencies beyond the standard disclosure of the meeting results.
Key Facts for Investor Verification
- Verify the tenure of the newly elected directors, which expires at the 2023 Annual Meeting.
- Confirm the appointment of PricewaterhouseCoopers LLP as the auditor for the 2022 fiscal year.
- Note that the executive compensation vote was advisory and non-binding.
- Review the full proxy statement for detailed breakdowns of executive compensation and director biographies, as this 8-K only summarizes the vote counts.