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): May 4, 2015
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 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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 4, 2015, the Compensation Committee of the Board of Directors of Knowles Corporation (the “Company”) approved the First Amendment to the Company’s Senior Executive Change-in-Control Severance Plan (such plan, the “Severance Plan,” and such amendment, the “Severance Plan Amendment”). The Severance Plan Amendment amends the eligibility provisions of the Severance Plan so that those executives who report directly to the Company’s Chief Executive Officer are eligible to participate in the Severance Plan.
On May 5, 2015, the Board of Directors of the Company approved the First Amendment to the Company’s 2014 Equity and Cash Incentive Plan (such plan, the “Equity Plan,” and such amendment, the “Equity Plan Amendment”). The Equity Plan Amendment amends the Equity Plan to (i) allow for non-employee directors of the Company to receive annual equity-based compensation awards in a form other than fully vested shares of common stock of the Company and to provide for such awards to be granted at the time of the Company’s annual meeting, rather than on November 15th of each year, (ii) clarify that non-employee directors of the Company are eligible for accelerated vesting of equity awards upon a qualifying cessation of service following a change in control, and (iii) allow outstanding stock options and stock appreciation rights to remain exercisable for a period of twelve months following a participant’s qualifying termination of employment or service after a change in control (but not later than the expiration date of such option or stock appreciation right).
The descriptions of the Severance Plan Amendment and the Equity Plan Amendment in this Current Report on Form 8-K are qualified in their entirety by reference to the full texts of the Severance Plan Amendment and the Equity Plan Amendment filed as Exhibits 10.1 and 10.2 hereto, respectively, which are incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2015 Annual Meeting of Stockholders on May 5, 2015. At the Annual Meeting, the Company’s stockholders (i) elected the persons listed below to serve as Class II directors for a term of three years expiring at the 2018 Annual Meeting of Stockholders; (ii) ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2015; (iii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; (iv) approved the performance measures under the Knowles Corporation Executive Officer Annual Incentive Plan and (v) approved the performance measures under the Knowles Corporation 2014 Equity and Cash Incentive Plan. Set forth below are the voting results for each of the proposals presented at the Annual Meeting:
| Item 1: | The election of three Class II directors |
|
Director Name |
For | Withheld |
Broker Non-
Votes |
|||||||||
|
Robert W. Cremin |
67,096,614 | 1,548,353 | 6,987,416 | |||||||||
|
Didier Hirsch |
67,310,869 | 1,334,098 | 6,987,416 | |||||||||
|
Ronald Jankov |
67,103,676 | 1,541,291 | 6,987,416 | |||||||||
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| Item 2: | The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2015 |
|
For |
Against |
Abstain |
Broker Non- Votes |
|||
| 75,434,878 | 27,548 | 169,957 | 0 |
| Item 3: | An advisory vote on named executive officer compensation |
|
For |
Against |
Abstain |
Broker Non-
|
|||
| 61,483,266 | 6,883,005 | 278,696 | 6,987,416 |
| Item 4: | Approval of the performance measures under the Knowles Corporation Executive Officer Annual Incentive Plan |
|
For |
Against |
Abstain |
Broker Non-
|
|||
| 65,456,579 | 2,918,111 | 270,277 | 6,987,416 |
| Item 5: | Approval of the performance measures under the Knowles Corporation 2014 Equity and Cash Incentive Plan |
|
For |
Against |
Abstain |
Broker Non-
|
|||
| 67,415,896 | 973,242 | 255,829 | 6,987,416 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit
|
Description |
|
| 10.1 | First Amendment to the Knowles Corporation Senior Executive Change-in-Control Severance Plan | |
| 10.2 | First Amendment to the Knowles Corporation 2014 Equity and Cash Incentive Plan | |
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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: May 8, 2015 | ||||||
| By: |
/s/ Thomas G. Jackson |
|||||
| Thomas G. Jackson | ||||||
| Senior Vice President, General Counsel & Secretary | ||||||
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EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 10.1 | First Amendment to the Knowles Corporation Senior Executive Change-in-Control Severance Plan | |
| 10.2 | First Amendment to the Knowles Corporation 2014 Equity and Cash Incentive Plan | |
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Exhibit 10.1
FIRST AMENDMENT TO THE
KNOWLES CORPORATION
SENIOR EXECUTIVE CHANGE-IN-CONTROL SEVERANCE PLAN
WHEREAS, Knowles Corporation (the “Company”) maintains the Knowles Corporation Senior Executive Change-in-Control Severance Plan (the “Plan”); and
WHEREAS, the Company wishes to amend the Plan’s eligibility provisions so that those executives who report directly to the Company’s Chief Executive Officer are eligible to participate in the Plan.
NOW, THEREFORE, by virtue and in exercise of the amending authority reserved to the Compensation Committee of the Board of Directors of the Company under Article 11 of the Plan, the Plan is hereby amended, effective as of May 4, 2015, as follows:
| 1. | Article 1. a . of the Plan is hereby amended in its entirety to read as follows: |
| a. | Eligible Executives . Those executives who are eligible to participate in the Plan and to receive Severance Payments thereunder are (i) the Chief Executive Officer and the Chief Financial Officer of Knowles, Business Unit Presidents, those executives who report directly to the Chief Executive Officer of Knowles, and those Vice Presidents of Knowles who are designated as eligible by the Chief Executive Officer of Knowles from time to time; provided , however , that such executives (A) are employed in the United States or are a U.S.-based employee temporarily assigned to the non-U.S. payroll of a Subsidiary on an expatriate assignment, and (B) remain in such a position on the date of a “Change of Control” (as defined in Article 14) (such executives who meet the above eligibility requirements, the “Eligible Executives”). |
Exhibit 10.2
FIRST AMENDMENT TO THE
KNOWLES CORPORATION
2014 EQUITY AND CASH INCENTIVE PLAN
WHEREAS, Knowles Corporation (the “Company”) maintains the Knowles Corporation 2014 Equity and Cash Incentive Plan (the “Plan”); and
WHEREAS, the Company wishes to amend the Plan to (i) allow for non-employee directors of the Company to receive annual equity-based compensation awards in a form other than fully vested shares of common stock of the Company and to provide for such awards to be granted at the time of the Company’s annual meeting, rather than on November 15 th of each year, (ii) clarify that non-employee directors of the Company are eligible for accelerated vesting of equity awards upon a qualifying cessation of service following a change of control; and (iii) establish a twelve (12) month exercise period for stock options and stock appreciation rights upon a participant’s qualifying termination of employment or service following a change of control.
NOW, THEREFORE, by virtue and in exercise of the amending authority reserved to the Board of Directors of the Company under Paragraph 45 of the Plan, the Plan is hereby amended, effective of as May 5, 2015, as follows:
| 1. | The Plan is hereby amended by deleting the definition of “Directors’ Shares” in Section 2 of the Plan and inserting the following definition in its place, and further by deleting each reference in the Plan to “Directors’ Shares” and inserting a reference to “Directors’ Awards” in its place: |
“‘Directors’ Awards’” shall mean the annual Awards granted to eligible Non-Employee Directors as provided in Paragraph 34.”
| 2. | Paragraph 5(a) of the Plan is hereby amended by deleting the reference to “Directors’ Shares” in the first sentence thereof. |
| 3. | Paragraph 11 of the Plan is hereby amended in its entirety to read as follows: |
“11. Voluntary or Involuntary Termination . Except as otherwise provided in Paragraph 37, if a Participant’s employment with the Corporation is voluntarily or involuntarily terminated for any reason, other than for reasons or in circumstances specified in Paragraph 10 above or for Cause, the Participant shall have the right at any time on or before the earlier of the expiration date of the Option or SSAR or three (3) months following the effective date of such termination of employment, to exercise, and acquire shares under, any Options or SSARs which at such termination are exercisable.”
| 4. | Paragraph 14 of the Plan is hereby amended by deleting the first sentence thereof, and by inserting the following sentence in its place: |
“At the time of each grant, the Committee may adopt such time based vesting schedules and other forfeiture conditions and Restrictions as it may deem appropriate with respect
to Awards of Restricted Stock and Restricted Stock Units, to apply during a Restricted Period as may be specified by the Committee; provided that with respect to Awards other than Directors’ Awards such Restricted Period shall be not less than one (1) year nor more than five (5) years from the date of the Award.”
| 5. | Paragraph 34 of the Plan is hereby amended to read as follows: |
“34. Directors’ Awards . As of or as soon as administratively practicable following the date of each annual meeting of the Company’s stockholders, each Director who is a Non-Employee Director immediately following the date of such annual meeting shall be granted an Award in the form of shares of Common Stock, Options, SSARs, Restricted Stock, Restricted Stock Units and/or Deferred Stock Units, in such amount and subject to such terms and conditions as shall be determined by the Board for such year.”
| 6. | Paragraph 35 of the Plan is hereby amended by deleting the first sentence thereof, and inserting the following sentence in its place: |
“A Non-Employee Director may elect to defer receipt of his or her Directors’ Awards, other than Options and SSARs, in accordance with such procedures as may from time to time be prescribed by the Committee.”
| 7. | Paragraph 36 of the Plan is hereby amended by deleting the last three sentences thereof. |
| 8. | Paragraph 37(a) of the Plan is hereby amended in its entirety to read as follows: |
“(a) In the event a Change of Control occurs and, within eighteen (18) months following the date of the Change of Control, (i) a Participant experiences an involuntary termination of employment (other than for Cause, death or Disability) such that he or she is no longer in the employ of the Corporation or an Affiliate, (ii) an event or condition that constitutes “Good Reason” occurs and the Participant subsequently resigns for Good Reason within the time limits set forth in Paragraph 37(h)(iv) below pursuant to a resignation that meets the requirements set forth in Paragraph 37(h)(iv) below, or (iii) a Participant who is a Non-Employee Director ceases to serve on the Board or the board of directors of any successor corporation (each of the events described in (i), (ii) and (iii), a “Termination of Service”):
(i) all Options and SSARs to purchase or acquire shares of Common Stock of the Corporation shall immediately vest and become exercisable on the date of such Termination of Service and shall remain exercisable in accordance with the terms of the appropriate Option or SSAR Award Agreement until the earlier of (A) twelve (12) months after such Termination of Service or (B) the expiration of the term of such Option or SSAR;
(ii) all outstanding Restrictions, including any Performance Targets, with respect to any Restricted Stock or Restricted Stock Unit Award or any other Award shall immediately vest or expire on the date of such Termination of Service and be deemed to have been satisfied or earned “at target” as if the Performance Targets (if any) have been achieved, and such Award shall become immediately due and payable on the date of such Termination of Service; and
(iii) all Cash Performance Awards and Performance Share Awards outstanding shall be deemed to have been earned at “target” as if the Performance Targets have been achieved, and such Awards shall immediately vest and become immediately due and payable on the date of such Termination of Service.”
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| 9. | All references to “Change in Control” throughout the Plan are hereby amended to read “Change of Control”. |
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