Knowles Corp current report, 18 December 2014

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Knowles Corp Form 8-K Summary

Business Context and Reporting Period

This Form 8-K was filed by Knowles Corporation on December 22, 2014, reporting events occurring on December 18, 2014. The filing addresses corporate governance changes, specifically the appointment of a new director to the Board of Directors.

Key Financial Metrics

The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to director compensation arrangements.

Material Changes

  • Board Expansion: The Board of Directors increased in size from seven to eight members.
  • New Appointment: Dieder Hirsch, formerly Senior Vice President and Chief Financial Officer of Agilent Technologies, Inc., was appointed as a Class II director.
  • Committee Assignments: Mr. Hirsch was appointed to the Audit Committee and the Governance and Nominating Committee.
  • Independence: The Board determined Mr. Hirsch meets independence standards under the Company's policies, NYSE rules, and SEC regulations.

Guidance, Outlook, and Compensation

The filing contains no guidance, outlook, or management commentary regarding future business performance. It details the compensatory arrangements for the new director:

  • One-time Award: Unrestricted shares of common stock with a grant date fair value of $100,000, payable in February 2015.
  • Annual Retainer: Total of $215,000, consisting of $65,000 in cash (pro-rated for 2014) and $150,000 in restricted stock units.
  • Term: Mr. Hirsch will serve until the 2015 Annual Meeting of Shareholders or until a successor is elected.

Investor Verification Checklist

  • Verify the press release (Exhibit 99.1) for additional context on the strategic rationale for appointing Mr. Hirsch.
  • Confirm the pro-rated cash payment calculation for the 2014 partial year service.
  • Review the Company's Standards for Director Independence to understand the criteria met by the new appointee.
  • Check subsequent filings for the actual issuance of the restricted stock units and unrestricted shares.