Business Context and Reporting Period
This Form 8-K Current Report was filed by Knowles Corporation on July 1, 2015. The filing reports a corporate governance event: the appointment of a new director to the Board of Directors.
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 Composition: The Board of Directors increased in size from eight to nine members.
- Appointment: Dr. Hermann Eul, Corporate Vice President and General Manager at Intel Corporation, was appointed as a Class III director.
- Committee Assignments: Dr. Eul was appointed to the Compensation Committee and the Governance and Nominating Committee.
- Independence: The Board determined Dr. Eul meets independence standards under the Company's policies and applicable NYSE and SEC rules.
Compensation and Outlook
Dr. Eul's compensation package includes:
- A one-time award of unrestricted common stock with a grant date fair value of $100,000, payable in full on July 30, 2015.
- An annual retainer of $215,000, consisting of $65,000 in cash and $150,000 in restricted stock units (pro-rated for 2015).
The filing does not provide guidance, outlook, management commentary on operations, risks, contingencies, or unusual items beyond the director appointment.
Investor Verification Checklist
- Verify Dr. Hermann Eul's background and tenure at Intel Corporation.
- Confirm the pro-rated calculation of the 2015 retainer based on the July 1 start date.
- Review the attached press release (Exhibit 99.1) for additional context on the appointment.
- Check subsequent filings for the 2016 Annual Meeting results regarding Dr. Eul's election.