Knowles Corp Files Definitive Proxy Statement

Ticker: KN · Form: DEF 14A · Filed: Mar 15, 2024 · CIK: 1587523

Knowles Corp DEF 14A Filing Summary
FieldDetail
CompanyKnowles Corp (KN)
Form TypeDEF 14A
Filed DateMar 15, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$50,000
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Knowles Corp, Corporate Governance, Executive Compensation

TL;DR

<b>Knowles Corporation has filed its Definitive Proxy Statement for the period ending March 15, 2024.</b>

AI Summary

Knowles Corp (KN) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. Knowles Corporation filed a Definitive Proxy Statement (DEF 14A) on March 15, 2024. The filing covers the period ending March 15, 2024. The company's fiscal year ends on December 31. Knowles Corporation is incorporated in Delaware. The company's principal business address is 1151 Maplewood Drive, Itasca, IL 60143.

Why It Matters

For investors and stakeholders tracking Knowles Corp, this filing contains several important signals. This DEF 14A filing is a standard disclosure for publicly traded companies, providing shareholders with information regarding annual meetings, executive compensation, and voting matters. Shareholders can review details on executive compensation, director nominations, and other corporate governance issues relevant to their investment in Knowles Corporation.

Risk Assessment

Risk Level: low — Knowles Corp shows low risk based on this filing. The filing is a routine DEF 14A, indicating no immediate or significant new risks are being disclosed beyond standard corporate governance information.

Analyst Insight

Review the proxy statement for details on executive compensation, board nominations, and shareholder proposals to understand potential impacts on corporate strategy and governance.

Key Numbers

  • 2024-03-15 — Filing Date (DEF 14A)
  • 2024-03-15 — Period of Report (DEF 14A)
  • 1231 — Fiscal Year End (Company Data)

Key Players & Entities

  • Knowles Corp (company) — Filer
  • 1151 Maplewood Drive (location) — Business Address
  • Itasca (location) — City
  • IL (location) — State
  • 60143 (location) — ZIP Code
  • DE (location) — State of Incorporation

FAQ

When did Knowles Corp file this DEF 14A?

Knowles Corp filed this Proxy Statement (DEF 14A) with the SEC on March 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Knowles Corp (KN).

Where can I read the original DEF 14A filing from Knowles Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Knowles Corp.

What are the key takeaways from Knowles Corp's DEF 14A?

Knowles Corp filed this DEF 14A on March 15, 2024. Key takeaways: Knowles Corporation filed a Definitive Proxy Statement (DEF 14A) on March 15, 2024.. The filing covers the period ending March 15, 2024.. The company's fiscal year ends on December 31..

Is Knowles Corp a risky investment based on this filing?

Based on this DEF 14A, Knowles Corp presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating no immediate or significant new risks are being disclosed beyond standard corporate governance information.

What should investors do after reading Knowles Corp's DEF 14A?

Review the proxy statement for details on executive compensation, board nominations, and shareholder proposals to understand potential impacts on corporate strategy and governance. The overall sentiment from this filing is neutral.

How does Knowles Corp compare to its industry peers?

Knowles Corporation operates in the Household Audio & Video Equipment industry, classified under SIC code 3651.

Are there regulatory concerns for Knowles Corp?

The filing is a DEF 14A, which is a standard SEC filing required for public companies under the Securities Exchange Act of 1934.

Industry Context

Knowles Corporation operates in the Household Audio & Video Equipment industry, classified under SIC code 3651.

Regulatory Implications

The filing is a DEF 14A, which is a standard SEC filing required for public companies under the Securities Exchange Act of 1934.

What Investors Should Do

  1. Review the proxy statement for details on executive compensation packages.
  2. Analyze director nominations and qualifications presented in the filing.
  3. Examine any shareholder proposals and the company's stance on them.

Key Dates

  • 2024-03-15: Filing Date — Definitive Proxy Statement (DEF 14A) filed.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No specific comparative data from a previous filing was provided in the extracted text.

Filing Stats: 4,266 words · 17 min read · ~14 pages · Grade level 18.9 · Accepted 2024-03-15 11:54:20

Key Financial Figures

  • $50,000 — ucts above an aggregate annual limit of $50,000. The Compensation Committee's independ

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 4 CORPORATE GOVERNANCE 6 Governance Guidelines and Codes 6 Director Independence 6 Board Leadership Structure 6 Risk Oversight 6 Director Attendance at Shareholders Meetings 7 Directors' Meetings 7 Audit Committee Procedures; Disclosure Controls and Procedures Committee 7 Complaints "Hotline" and Communication with Directors 7 Compensation Consultant Independence and Fee Disclosure 7 Qualifications and Nominations of Directors 8 Insider Trading Policy 9 Prohibition on Hedging, Pledging and Short Sales 9 Stock Ownership Guidelines 9 Clawback Policy 9 ONGOING SHAREHOLDERS ENGAGEMENT PROGRAM 9 CORPORATE RESPONSIBILITY AND SUSTAINABILITY 10 Environmental, Social, and Governance 10 Human Capital Management 12 PROPOSAL 1 — ELECTION OF DIRECTORS 14 Director Nominee Skills and Experience 14 Nominees for Election to the Board 15 Overview of the Board and Board Committees 21 Board, Committee, and Individual Director Evaluations 22 Procedures for Approval of Related Person Transactions 23 Directors' Compensation 23 PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 25 Audit Committee Report 26 Fees Paid to Independent Registered Public Accounting Firm 27 ii Pre-Approval of Services Provided by Independent Registered Public Accounting Firm 27 PROPOSAL 3 — NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 28

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS 29 Executive Summary 29

Executive Compensation Program Overview

Executive Compensation Program Overview 31 Elements of Executive Compensation 34 Compensation Program Governance 40 Other Compensation Topics 43 COMPENSATION COMMITTEE REPORT 44

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 45 Summary Compensation Table 45 Grants of Plan-Based Awards in 202 3 47 Outstanding Equity Awards at Fiscal Year-End 202 3 48 Option Exercises and Stock Vested in 202 3 49 2023 Nonqualified Deferred Compensation 49 Knowles Pension Replacement Plan 50 Pension Benefits Through 202 3 50 2023 Potential Payments Upon Termination or Change-in-Control 51 Pay Ratio 56 Pay Versus Performance 56 PROPOSAL 4 — AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE OF OFFICER EXCULPATION AS PERMITTED BY DELAWARE LAW 61 Background of the Proposed Amendment 61 Rationale of the Proposed Amendment 61 Required Vote 62 PROPOSAL 5 — APPROVAL OF SECOND AMENDED AND RESTATED 2018 EQUITY AND CASH INCENTIVE PLAN 62 Background 62 Plan Highlights 63 Description of Plan 65 U.S. Federal Income Tax Consequences 69 Equity Compensation Plan Information 70

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 71 Directors and Executive Officers 71 Certain Other Shareholders 72 INFORMATION ABOUT THE 2024 ANNUAL MEETING 73 OTHER MATTERS 77 Shareholder Proposals and Director Nominations for the 2025 Annual Meeting 77 Form 10-K and Other Filings 77 iii Shareholders Sharing the Same Address 77

Forward-Looking Statements

Forward-Looking Statements 77 APPENDIX A A- 1 Article SIXTH of the Restated Certificate of Incorporation A- 1 APPENDIX B B- 1 Second Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan B- 1 APPENDIX C C- 1 Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures C- 1 iv PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider in connection with the matters before the 2024 Annual Meeting. Please read the entire Proxy Statement carefully before voting. ANNUAL MEETING INFORMATION Date April 30, 2024 Time 9:00 a.m. Central Time Place The Langham Chicago Hotel, 330 N. Wabash Avenue, Chicago, Illinois 60611. Record Date The Board of Directors set March 8, 2024 as the Record Date for the 2024 Annual Meeting. This means that only shareholders as of the close of business on that date are entitled to receive this notice of the 2024 Annual Meeting and vote at the 2024 Annual Meeting and any adjournments or postponements of the 2024 Annual Meeting. A list of these shareholders will be available for at least ten days ending on the day before the 2024 Annual Meeting. To arrange review of the list of shareholders for any purpose relevant to the 2024 Annual Meeting, please contact investor relations at investorrelations@knowles.com. Voting Shareholders at the close of business on the Record Date will be entitled to vote their shares using the Internet or the telephone or by attending the 2024 Annual Meeting in person. Instructions for voting by using the Internet or the telephone are set forth in the Notice of Internet Availability that has been provided to you. Shareholders of record who received a paper copy of the proxy materials also may vote their shares by marking their votes on the proxy card provided, signing and dating it, and mailing it in the envelope provided, or by attending and

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS PHILOSOPHY AND OBJECTIVES Knowles' executive compensation program is designed to achieve the following key objectives: Motivate executives to enhance LONG-TERM shareholder value Reinforce PAY FOR PERFORMANCE culture by aligning executive compensation with Knowles business objectives and financial performance Provide a total compensation opportunity that allows Knowles to ATTRACT AND RETAIN TALENTED executives Use incentive programs for RISK MITIGATION to promote desired behavior without encouraging unnecessary or excessive risk-taking 2023 COMPENSATION STRATEGY AND RESULTS Target Compensation Pay Mix Short-Term / Annual Incentive Plan ("AIP") For 2023, we introduced new financial measures to our annual incentive plan. For corporate executives, the AIP provides a weighted payout opportunity based on business segment performance. For more information about our AIP, please see "Executive Compensation Discussion and Analysis" beginning on page 29 of this Proxy Statement. Long-Term Incentive Plan ("LTIP") Our long-term incentive plan (LTIP) rewards executives for long-term shareholder value creation. The LTIP remains the same since 2020. For more information about our LTIP, please see "Executive Compensation Discussion and Analysis" beginning on page 29 of this Proxy Statement. 4

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS 2023 Business Highlights Incentive Payout Highlights COMPENSATION PROGRAM GOVERNANCE The following highlights the governance practices applicable to our compensation program, which the Compensation Committee believes support our pay-for-performance philosophy and serve the interests of our shareholders: 5 CORPORATE GOVERNANCE We are committed to conducting our business in accordance with the highest level of ethical and corporate governance standards. Our Board periodically reviews Knowles' corporate governance practices and takes other actions to address changes in regulatory requirements, developments in governance best practices and matters raised by shareholders. The following describes some of the actions taken to help ensure that our conduct earns the respect and trust of shareholders, customers, business partners, employees and the communities in which we live and work. Governance Guidelines and Codes Our Board has adopted written corporate governance guidelines (the "Corporate Governance Guidelines") that set forth the policies and procedures by which the Company and the Board are governed. In addition, our Board and its committees have adopted policies and procedures that govern how the Company and its executives conduct business and manage risk. These documents are available on our website at https:// investor.knowles.com/governance/governance-documents. Director Independence Our Corporate Governance Guidelines provide that at least two-thirds of the Board and all of the members of the Audit, Compensation and Governance and Nominating Committees must be independent from management and must meet all of the applicable criteria for independence established by the New York Stock Exchange ("NYSE"), the Securities and Exchange Commission ("SEC") and the Board. Our Board makes an annual determination of the independence of each director. No director may be deemed independent unless the Board determines that nei

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