Knowles Corp
For the period ended Mar 15, 2024. Filed Mar 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 15, 2024 · Filed Mar 15, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
KNOWLES CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
Knowles Corporation u 1151 Maplewood Drive u Itasca, Illinois 60143
March 15, 2024
Dear Fellow Stockholders:
Notice is hereby given that the 2024 Annual Meeting of Shareholders (including any adjournments or postponements thereof, the "2024 Annual Meeting") of Knowles Corporation, a Delaware corporation (including any consolidated subsidiaries thereof, the "Company," "Knowles," "we," "us" and "our") will be held on April 30, 2024 at 9:00 a.m. Central Time at The Langham Chicago Hotel, 330 N. Wabash Avenue, Chicago, Illinois 60611. The principal business of the 2024 Annual Meeting will be the consideration of the following matters:
to elect the nine directors named in the attached Proxy Statement for a one-year term or until their respective successors have been duly elected and qualified;
to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024;
to approve, on a non-binding, advisory basis the compensation of our named executive officers;
to amend the Company's Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law;
to approve the Second Amended and Restated 2018 Equity and Cash Incentive Plan; and
to transact any other business that may properly come before the 2024 Annual Meeting.
All shareholders of record at the close of business on March 8, 2024 (the "Record Date") are entitled to vote at the 2024 Annual Meeting or any postponement or adjournment thereof. We plan to send a Notice of Internet Availability of Proxy Materials on or about March 15, 2024. Your vote is very important. Whether or not you plan to attend the meeting, we urge you to review the proxy materials and vote your shares as soon as possible by carefully following the instructions on the Notice of Internet Availability of Proxy Materials. Alternatively, if you have requested written proxy materials, please sign, date and return the proxy card in the return envelope provided as promptly as possible.
Thank you for your continued support of our Company.
On behalf of the Board of Directors,
ROBERT J. PERNA
Secretary
Important Notice of Internet Availability of Proxy Materials for the Annual Meeting to be Held on April 30, 2024: The Notice of Meeting, Proxy Statement for the 2024 Annual Meeting, and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at www.proxyvote.com.
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| Annual Meeting Information | 1 |
| Agenda and Board Recommendations | 1 |
| Director Nominees | 2 |
| Board Composition and Diversity | 2 |
| Director Skills and Expertise | 3 |
| Corporate Governance Highlights | 3 |
| 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 | 29 |
| Executive Summary | 29 |
| 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 | 45 |
| Summary Compensation Table | 45 |
| Grants of Plan-Based Awards in 2023 | 47 |
| Outstanding Equity Awards at Fiscal Year-End 2023 | 48 |
| Option Exercises and Stock Vested in 2023 | 49 |
| 2023 Nonqualified Deferred Compensation | 49 |
| Knowles Pension Replacement Plan | 50 |
| Pension Benefits Through 2023 | 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 | 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 |
iii
| Shareholders Sharing the Same Address | 77 |
|---|---|
| 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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.