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): October 29, 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) | (I.R.S. Employer Identification No.) |
1511 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 | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.02 Compensatory Arrangements of Certain Officers. | |
On October 29, 2019, the board of directors of Knowles Corporation (the "Company") approved the adoption of the Knowles Corporation Deferred Compensation Plan (the "Plan"), effective December 1, 2019. The Plan is a nonqualified deferred compensation plan under which eligible participants may elect to defer the receipt of current compensation. Eligible participants include select management or highly compensated employees of the Company, including its executive officers. Pursuant to the Plan, participants may elect to defer up to 75% of their base salary and up to 100% of any annual incentive award, sales incentive, restricted stock units and performance share units. In addition to elective deferrals, the Plan permits the Company to make matching, profit sharing and certain other discretionary contributions. Payments will be distributed in connection with either the participant's separation of service, a change of control of the Company or a selected specified distribution date or dates, depending on the distribution election made by the participant at the time of deferral. Participants may elect to receive payment of their vested account balances in a single cash payment or in up to fifteen (15) annual installments. Compensation deferred under the Plan represents an unsecured obligation of the Company. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference. | |
| Item 9.01 Financial Statements and Exhibits. | ||
| (d) Exhibits. | ||
| The following exhibits are furnished as part of this report: | ||
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 | ||
| (Registrant) | ||
| Date: | November 4, 2019 | By: /s/ Robert J. Perna |
| Robert J. Perna | ||
| Senior Vice President, General Counsel & Secretary | ||