8-K: Knowles Corporation Announces Results of 2025 Annual Stockholders Meeting

Knowles Corporation held its annual meeting on April 29, 2025, and stockholders elected directors, ratified the appointment of PricewaterhouseCoopers LLP, and approved executive compensation.

Summary

• Knowles Corporation held its annual meeting of stockholders on April 29, 2025.
• Stockholders elected directors for a one-year term expiring at the 2026 Annual Meeting.
• PricewaterhouseCoopers LLP was ratified as the company's independent registered public accounting firm for 2025.
• Executive officer compensation was approved on an advisory, non-binding basis.
• Laura Angelini was elected as director with 81,489,701 votes for, 179,743 against, 8,693 abstaining, and 3,026,087 broker non-votes.
• Keith Barnes was elected as director with 79,693,963 votes for, 1,977,557 against, 6,617 abstaining, and 3,026,087 broker non-votes.
• Jason Cardew was elected as director with 81,494,987 votes for, 175,449 against, 7,701 abstaining, and 3,026,087 broker non-votes.
• Daniel Crowley was elected as director with 81,489,728 votes for, 180,549 against, 7,860 abstaining, and 3,026,087 broker non-votes.
• Didier Hirsch was elected as director with 80,888,767 votes for, 781,588 against, 7,782 abstaining, and 3,026,087 broker non-votes.
• Ye Jane Li was elected as director with 81,487,280 votes for, 180,385 against, 10,472 abstaining, and 3,026,087 broker non-votes.
• Jeffrey S. Niew was elected as director with 81,488,466 votes for, 183,159 against, 6,512 abstaining, and 3,026,087 broker non-votes.
• Cheryl Shavers was elected as director with 81,375,669 votes for, 293,093 against, 9,375 abstaining, and 3,026,087 broker non-votes.
• Michael Wishart was elected as director with 81,495,902 votes for, 174,490 against, 7,745 abstaining, and 3,026,087 broker non-votes.
• The ratification of PricewaterhouseCoopers LLP received 83,840,537 votes for, 847,481 against, and 16,206 abstaining.
• The advisory vote on executive compensation received 80,183,858 votes for, 1,454,300 against, 39,979 abstaining, and 3,026,087 broker non-votes.

Sentiment

Score: 7

Explanation: The document reports standard corporate governance procedures, reflecting a neutral to slightly positive sentiment due to the successful execution of the annual meeting and shareholder approval of key proposals.

Positives

• All director nominees were successfully elected with a significant majority of votes.
• The appointment of PricewaterhouseCoopers LLP as the independent accounting firm was ratified with strong support.
• The advisory vote on executive compensation passed, indicating shareholder approval of the company's compensation practices.

Future Outlook

The newly elected directors will serve until the 2026 Annual Meeting of Stockholders.

Industry Context

This is a standard corporate governance event for publicly traded companies, ensuring accountability to shareholders through the election of directors and ratification of key appointments.

Comparison to Industry Standards

• The voting results and proposals are typical for annual shareholder meetings of publicly traded companies.
• Ratification of the auditor and advisory votes on executive compensation are standard practice.
• Director elections are a fundamental aspect of corporate governance, ensuring shareholder representation on the board.

Stakeholder Impact

• Shareholders have exercised their voting rights to elect directors and approve key proposals.
• Employees are indirectly affected by the approval of executive compensation.
• The company's relationship with its independent auditor, PricewaterhouseCoopers LLP, is reaffirmed.

Next Steps

• The elected directors will serve their one-year term.
• PricewaterhouseCoopers LLP will continue as the company's independent registered public accounting firm for 2025.
• The company will prepare for the 2026 Annual Meeting of Stockholders.

Key Dates

Keywords

Annual Meeting, Stockholders, Directors, PricewaterhouseCoopers, Executive Compensation, Voting Results, Knowles Corporation