Knowles Corp Form 8-K Summary
Business Context and Reporting Period
This Form 8-K was filed by Knowles Corporation on August 4, 2017, reporting events that occurred on August 1, 2017. The filing addresses corporate governance changes, specifically the appointment of a new director and amendments to the company's By-Laws.
Key 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 governance and administrative matters rather than financial performance.
Material Changes
- Board Expansion: The Board of Directors increased in size from eight to nine members with the appointment of Dr. Cheryl Shavers as a Class II director.
- Committee Assignments: Dr. Shavers was appointed to the Audit Committee and the Governance Committee.
- By-Law Amendment: Section 2.16 of the Amended and Restated By-Laws was amended to require stockholder proposed nominees to provide written consent stating their intention to serve the full term of the director class for which they are standing.
Compensation and Governance Details
Dr. Shavers will receive compensation consistent with other non-employee directors:
- One-time Award: Restricted stock units (RSUs) with a grant date fair value of $100,000, vesting on the first anniversary of the award date.
- Annual Retainer: $235,000 total, payable as $65,000 in cash and $170,000 in RSUs (pro-rated until the 2018 Annual Meeting of Stockholders).
- Independence: The Board determined Dr. Shavers meets independence standards under the Company's policies and applicable NYSE and SEC rules.
Investor Verification Checklist
- Verify the full text of Amendment No. 2 to the By-Laws (Exhibit 3.1) to understand the specific requirements for stockholder proposed nominees.
- Review the press release (Exhibit 99.1) for additional context on Dr. Shavers' background and qualifications.
- Confirm the pro-rated calculation of the annual retainer for the partial term ending at the 2018 Annual Meeting.