UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): June 6, 2019
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) | (IRS Employer Identification No.) |
| 1151 Maplewood Drive, Itasca, Illinois | 60143 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (630)250-5100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Stock, par value $0.01 per share | KN | 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 Rule12b-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. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the annual meeting of stockholders of Knowles Corporation (the “Company”) held on May 31, 2019 (the “Annual Meeting”), the Company’s stockholders approved (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority shareholder vote requirement to amend certain provisions of the Company’s charter and (ii) an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority shareholder vote requirement to amend the Company’sBy-Laws. The amendments were previously approved by the Company’s Board of Directors, subject to adoption by the Company’s stockholders at the Annual Meeting. The amendments are described in Proposals 4 and 5, respectively, of the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 15, 2019, in connection with the Annual Meeting (the “Proxy Statement”). On June 6, 2019, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware implementing the amendments approved at the Annual Meeting, which became effective immediately upon filing.
The foregoing description is qualified in its entirety by reference to the Certificate of Amendment of Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report onForm 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KNOWLES CORPORATION | ||||||
| Date: June 11, 2019 | By: | /s/ Robert J. Perna | ||||
| Robert J. Perna | ||||||
| Senior Vice President, General Counsel & Secretary | ||||||