Knowles Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Knowles Corporation on July 27, 2022, reporting events that occurred on July 26, 2022. The filing addresses corporate governance changes regarding the Board of Directors.
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 director appointments and compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size from eight to nine members.
- New Director Election: Daniel J. Crowley was elected as a new director to fill the vacancy created by the expansion.
- Committee Assignment: Mr. Crowley was appointed to the Compensation Committee.
- Independence: The Board determined Mr. Crowley meets independence standards under the Company's policies and NYSE listing standards.
Guidance, Outlook, and Compensation
Mr. Crowley will serve until the next annual meeting of shareholders or until his successor is elected. His compensation follows the standard arrangement for non-employee directors:
- Annual Retainer: $235,000 total, consisting of $65,000 in cash and $170,000 in restricted stock units (vesting on the first anniversary).
- Initial Grant: A one-time grant of $170,000 in restricted stock units (vesting on the third anniversary).
- Proration: The initial annual retainer will be prorated based on the time served during the first year.
The filing contains no financial guidance, outlook, or discussion of risks and contingencies beyond standard governance disclosures.
Key Facts for Investor Verification
- Confirm the total number of Board members is now nine.
- Verify Daniel J. Crowley's background and independence status.
- Review the Company's Annual Proxy Statement (filed March 11, 2022) for full details on director compensation policies.
- Note that this filing does not contain financial performance data for the period.