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): April 29, 2025

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

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 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on April 29, 2025 (“Annual Meeting”). At the Annual Meeting, the Company's stockholders (i) elected the persons listed below to serve as directors for a one-year term expiring at the 2026 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified; (ii) ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2025; and (iii) approved, on an advisory non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement filed by the Company with the U.S. Securities and Exchange Commission in connection with the Annual Meeting. Set forth below are the voting results for each of the proposals presented at the Annual Meeting:


				Broker Non-Votes
Director	For	Against	Abstain
Laura Angelini	81,489,701	179,743	8,693	3,026,087
Keith Barnes	79,693,963	1,977,557	6,617	3,026,087
Jason Cardew	81,494,987	175,449	7,701	3,026,087
Daniel Crowley	81,489,728	180,549	7,860	3,026,087
Didier Hirsch	80,888,767	781,588	7,782	3,026,087
Ye Jane Li	81,487,280	180,385	10,472	3,026,087
Jeffrey S. Niew	81,488,466	183,159	6,512	3,026,087
Cheryl Shavers	81,375,669	293,093	9,375	3,026,087
Michael Wishart	81,495,902	174,490	7,745	3,026,087

Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2025:


			Broker Non-Votes
For	Against	Abstain
83,840,537	847,481	16,206	0

Proposal 3 - Non-binding advisory vote to approve named executive officer compensation:


			Broker Non-Votes
For	Against	Abstain
80,183,858	1,454,300	39,979	3,026,087

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: April 30, 2025			By: /s/ Robert J. Perna
			Robert J. Perna
			Senior Vice President, General Counsel & Secretary

Knowles Corp 8-K