Knowles Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Knowles Corporation on May 18, 2020, covering events that occurred on May 15, 2020. The filing addresses corporate governance changes, specifically the appointment of a new director and amendments to the company's bylaws.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on governance and legal 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 Michael S. Wishart.
- Committee Assignment: Mr. Wishart was appointed to the Audit Committee.
- Bylaw Amendments: The Board approved an amendment and restatement of the Company's bylaws. Changes include modifications to advanced notice provisions for director nominations and shareholder proposals, and the adoption of an emergency by-law provision.
Management Commentary and Compensation
Mr. Wishart, currently the CEO and co-founder of efabless corporation and a venture partner at Tyche Partners, was deemed independent by the Board. His compensation package includes:
- A one-time award of restricted stock units with a grant date fair value of $100,000, vesting on the first anniversary of the award date.
- The standard annual equity retainer for non-employee directors.
- The standard annual cash retainer for non-employee directors, prorated for his first year of service.
Investor Verification Checklist
- Verify the independence status of Michael S. Wishart under NYSE and SEC rules.
- Review the full text of the Third Amended and Restated By-Laws (Exhibit 3.1) to understand the specific changes to notice provisions and emergency procedures.
- Confirm the vesting schedule and terms of the $100,000 restricted stock unit award.
- Check for any potential conflicts of interest given Mr. Wishart's role at efabless corporation and Tyche Partners.