Knowles Corporation (NYSE:KN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors.
to the Amended and Restated Certificate of Incorporation of Knowles Corporation (the “Company”), as amended (the “Charter”) and the Amended and Restated By-Laws of the Company, as amended (the “Bylaws”), each class of the board of directors of the Company (the “Board”) must consist, as nearly as may be possible, of an equal number of directors. Following the resignation of Jean-Pierre Ergas as a Class III director of the Board on May 1, 2018, the Board consisted of three Class I directors, four Class II directors and two Class III directors.
In order to ensure that each class of the Board consists, as nearly as may be possible, of an equal number of directors, on April 4, 2019, Dr. Cheryl Shavers resigned from her position as a Class II director. Following her resignation, the remaining members of the Board immediately reappointed Dr. Shavers as a Class III director. Dr. Shavers was also reappointed to the Audit Committee and the Governance and Nominating Committee.
Dr. Shavers’ resignation and reappointment were effected solely to ensure that each class of the Board would consist, as nearly as may be possible, of an equal number of directors, as required by the Charter and Bylaws. For all other purposes, Dr. Shavers’ service on the Board is deemed to have continued uninterrupted without any break in service since 2017, when she first joined the Board. Dr. Shavers has been nominated to stand for election as a Class III director at the Company’s 2019 Annual Meeting of Shareholders.
Important Additional Information and Where to Find It
The Company has filed a preliminary proxy statement on Schedule 14A and accompanying WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for its 2019 Annual Meeting of Shareholders (the “Preliminary Proxy Statement”). SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the proxy statement and accompanying WHITE proxy card, any amendments or supplements to the proxy statement and other documents that the Company files with the SEC from the SEC’s website at www.sec.gov or the Company’s website at www.investor.knowles.com as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
Certain Information Regarding Participants to the Solicitation
The Company, its directors, its nominees for election as director and certain executive officers may be deemed participants in the solicitation of proxies from shareholders in connection with the matters to be considered at the Company’s 2019 Annual Meeting of Shareholders. The Company’s Preliminary Proxy Statement contains information regarding the direct and indirect interests, by security holdings or otherwise of the Company’s directors and executive officers in the Company’s securities. In the event that holdings of the Company’s securities change from the amounts printed in the Preliminary Proxy Statement, such changes will be set forth in SEC filings on Forms 3, 4, and 5, which can be found on the SEC’s website at www.sec.gov or the Company’s website at www.investor.knowles.com as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Further Information about the Company’s directors and executive officers is available in the Company’s definitive proxy statement in connection with its 2018 Annual Meeting of Shareholders. Updated information regarding the identities of potential participants, and their direct or indirect interests, by security holdings or otherwise, and the Company’s directors and executive officers will be set forth in the Company’s definitive proxy statement in connection with the 2019 Annual Meeting of Shareholders and other relevant documents to be filed with the SEC.
About Knowles Corporation (NYSE:KN)
Knowles Corporation is a supplier of advanced micro-acoustic, audio processing and specialty component solutions, serving the mobile consumer electronics, communications, medical, military, aerospace and industrial markets. It uses micro-electro-mechanical systems (MEMS) microphones and audio processing technologies to optimize audio systems and develop the user experience in smartphones, tablets and wearables. Its segments include Mobile Consumer Electronics (MCE) and Specialty Components (SC). The MCE segment includes analog and digital microphones, MEMS microphones, surface mounted device microphones, receivers, speakers, integrated modules, multi-functional devices, ultrasonic sensors, voice processors and integrated audio sub-systems. The SC segment includes transducers, oscillators, capacitors and filters. The Company manufactures acoustics components, which are used in hearing aids. Its subsidiary, Audience, Inc., offers intelligent audio and signal processing solutions.
