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Knowles Corp

For the period ended Mar 11, 2026. Filed Mar 11, 2026.

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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 11, 2026 · Filed Mar 11, 2026

KN$31.27+3.1%Stored close · as of Nov 6, 2026
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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 2026 ANNUAL MEETING OF SHAREHOLDERS

Knowles Corporation u 1151 Maplewood Drive u Itasca, Illinois 60143

March 11, 2026

Dear Fellow Stockholders:

Notice is hereby given that the 2026 Annual Meeting of Shareholders (including any adjournments or postponements thereof, the "2026 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 28, 2026 at 9:00 a.m. Central Time at The Langham Chicago Hotel, 330 N. Wabash Avenue, Chicago, Illinois 60611. The principal business of the 2026 Annual Meeting will be the consideration of the following matters:

  1. to elect eight directors named in the attached Proxy Statement for a one-year term or until their respective successors have been duly elected and qualified;

  2. to approve, on a non-binding, advisory basis the compensation of our named executive officers;

  3. to vote, on a non-binding advisory basis, on the frequency of future advisory votes to approve our named executive officer compensation;

  4. to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2026; and

  5. to transact any other business that may properly come before the 2026 Annual Meeting.

All shareholders of record at the close of business on March 2, 2026 (the "Record Date") are entitled to vote at the 2026 Annual Meeting or any postponement or adjournment thereof. We plan to send a Notice of Internet Availability of Proxy Materials on or about March 11, 2026.

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

Senior Vice President, General Counsel, & Secretary

Important Notice of Internet Availability of Proxy Materials for the Annual Meeting to be Held on April 28, 2026:

The Notice of Meeting, Proxy Statement for the 2026 Annual Meeting, and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

TABLE OF CONTENTS
PROXY STATEMENT SUMMARY1
Annual Meeting Information1
Agenda and Board Recommendations1
Director Nominees2
Director Nominee Skills and Expertise2
Board Composition3
Corporate Governance Best Practices3
Executive Compensation Highlights4
PROPOSAL 1 — ELECTION OF DIRECTORS6
Director Nominee Skills and Experience6
Nominees for Election to the Board7
Director Nominee Biographies7
Process for Director Elections10
Overview of the Board Committees11
Board, Committee, and Individual Director Evaluations12
DIRECTORS' COMPENSATION12
2025 Director Compensation Table13
2025 Outstanding Stock Awards for Directors Table13
CORPORATE GOVERNANCE14
Governance Guidelines and Codes14
Director Independence14
Board Leadership Structure14
Risk Oversight14
Director Attendance at Shareholders Meetings14
Directors' Meetings14
Audit Committee Procedures; Disclosure Controls and Procedures Committee15
Complaints "Hotline" and Communication with Directors15
Compensation Consultant Independence and Fee Disclosure15
Qualifications and Nominations of Directors15
Director Time Commitments and Service on Other Public Company Boards16
Procedures for Approval of Related Person Transactions16
Insider Trading Policy16
Prohibition on Hedging, Pledging and Short Sales17
Stock Ownership Guidelines17
Clawback Policy17
Corporate Responsibility and Sustainability17
ONGOING SHAREHOLDERS ENGAGEMENT PROGRAM17
PROPOSAL 2 — NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION19
PROPOSAL 3 — NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE OUR NAMED EXECUTIVE OFFICER COMPENSATION20
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION & ANALYSIS21
Executive Summary21
Executive Compensation Program Overview23
Elements of Executive Compensation26
Compensation Program Governance33
Other Compensation Topics35

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Compensation Committee Report36
EXECUTIVE COMPENSATION - TABLES37
Summary Compensation Table37
Grants of Plan-Based Awards in 202538
Outstanding Equity Awards at Fiscal Year-End 202539
Option Exercises and Stock Vested in 202540
2025 Nonqualified Deferred Compensation40
Knowles Pension Replacement Plan41
Pension Benefits Through 202541
2025 Potential Payments Upon Termination or Change-in-Control42
Pay Ratio43
Pay Versus Performance44
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT48
Directors and Executive Officers48
Certain Other Shareholders49
PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM50
Audit Committee Report51
Fees Paid to Independent Registered Public Accounting Firm52
Pre-Approval of Services Provided by Independent Registered Public Accounting Firm52
INFORMATION ABOUT THE 2026 ANNUAL MEETING53
OTHER MATTERS56
Shareholder Proposals and Director Nominations for the 2027 Annual Meeting56
Shareholders Sharing the Same Address56
APPENDIX AA-1
Reconciliation of GAAP Financial Measures to Non-GAAP Financial MeasuresA-1

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, including statements regarding our environmental, social, and governance commitments and strategies and our executive compensation program. All statements relating to events or results that may occur in the future are forward-looking statements. Forward-looking statements generally can be identified by words such as"believe," "expect," "anticipate," "project," "estimate," "budget," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective," "forecast," "goal," "guidance," "outlook," "effort," "target,"and similar expressions. These statements are based on numerous assumptions and involve known and unknown risks, uncertainties and other factors that could significantly affect the Company's operations and may cause the Company's actual actions, results, financial condition, performance or achievements to be substantially different from any future actions, results, financial condition, performance or achievements expressed or implied by any such forward-looking statements. Those factors include, but are not limited to, the risks, uncertainties and factors indicated from time to time in the Company's reports and filings with the SEC, including, without limitation, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, under the heading "Item 1A — Risk Factors" and the heading "Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations."

Unless required by law, the Company does not intend, and undertakes no obligation, to update or publicly release any revision to any such forward-looking statements, whether as a result of the receipt of new information, the occurrence of subsequent events, a change in circumstances or otherwise. Each forward-looking statement contained in this Proxy Statement is specifically qualified in its entirety by the aforementioned factors. Readers are advised to carefully read this Proxy Statement in conjunction with the important disclaimers set forth above prior to reaching any conclusions or making any investment decisions, and not to place undue reliance on these forward-looking statement, which apply only as of the date of this Proxy Statement. Website references throughout this Proxy Statement are provided for convenience only, and the content of the referenced websites is not incorporated by reference into this document.

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