kn-20231220

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2023

Knowles Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-36102	90-1002689

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1151 Maplewood Drive, Itasca, IL

(Address of Principal Executive Offices)

60143

(Zip Code)

Registrant's telephone number, including area code: (630) 250-5100

(Former Name or Former Address, if Changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2023, Dr. Hermann Eul, a member of the Board of Directors (the "Board") of Knowles Corporation (the "Company") informed the Company of his decision to resign as a member of the Board and as a member of the Company's Compensation Committee (the "Committee"), effective January 1, 2024. Dr. Eul's resignation is not the result of any dispute or disagreement with the Company on any matter related to the Company's operations, policies, or practices. In connection with Dr. Eul's resignation and in recognition of his service and contributions to the Company, the Committee approved the accelerated vesting of 6,915 outstanding and unvested restricted stock units previously granted to Dr. Eul under the Company's 2018 Equity and Cash Incentive Plan. The restricted stock units represent a pro rata portion of Dr. Eul's restricted stock units that were scheduled to vest entirely on May 2, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			KNOWLES CORPORATION

Date: December 27, 2023			By: /s/ Robert J. Perna
			Robert J. Perna
			Senior Vice President, General Counsel & Secretary