Knowles Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Knowles Corporation on June 18, 2024. The filing reports a corporate governance event involving the expansion of the Board of Directors and the appointment of a new director.
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 personnel changes and does not contain financial performance data.
Material Changes
- Board Expansion: The Board of Directors increased its size from nine to ten members.
- New Director Appointment: Jason Cardew was elected as a new director to fill the vacancy created by the board expansion.
- Committee Assignment: Mr. Cardew was appointed to serve on the Audit Committee.
- Director Background: Mr. Cardew is currently the Senior Vice President and Chief Financial Officer at Lear Corporation.
Compensation and Governance Details
The Board determined that Mr. Cardew meets independence standards under the Company's Standards for Director Independence and NYSE listing standards. His compensation follows the standard arrangement for non-employee directors, which includes:
- An annual retainer of $235,000 (comprising $65,000 cash and $170,000 in restricted stock units vesting on the first anniversary).
- An additional annual retainer of $10,000 for Audit Committee service.
- A one-time grant of $170,000 in restricted stock units vesting on the third anniversary.
- Proration of the initial annual retainer to reflect the time served during the first year.
Investor Verification Checklist
- Verify the full text of the press release attached as Exhibit 99.1 for additional context on the appointment.
- Review the Company's Annual Proxy Statement filed on March 15, 2024, for the complete description of the non-employee director compensation plan.
- Confirm the effective date of Mr. Cardew's service and the specific vesting schedule for the restricted stock units.