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 1, 2018
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)) |
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Resignation
On May 1, 2018, Jean-Pierre Ergas announced his resignation from the Board of Directors (the “Board”) of Knowles Corporation (the “Company”), effective at the Annual Meeting of Stockholders held on May 1, 2018 (the “Annual Meeting”). The Board elected Donald Macleod to succeed Mr. Ergas as Chairman of the Board immediately upon Mr. Ergas’ resignation. Mr. Ergas’ decision to resign did not involve any disagreement with the Company, the Company’s management or the Board. Effective as of Mr. Ergas’ resignation, the size of the Board was reduced from ten to nine directors.
2018 Equity and Cash Incentive Plan
At the Annual Meeting, the stockholders of the Company approved the Knowles Corporation 2018 Equity and Cash Incentive Plan (the “2018 Plan”), which had previously been approved by the Board of Directors of the Company, subject to stockholder approval. The 2018 Plan replaces the Knowles Corporation 2016 Equity and Cash Incentive Plan.
The following provides a summary of certain terms of the 2018 Plan. The summary is qualified in its entirety by the full text of the 2018 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The 2018 Plan was also described in Proposal 5 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 14, 2018 in connection with the Annual Meeting (the “2018 Proxy Statement”).
The purposes of the 2018 Plan are to (i) align the interests of the Company’s stockholders and recipients of awards under the 2018 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) advance the interests of the Company by attracting and retaining officers, other employees, and non-employee directors of the Company and its subsidiaries and affiliates and (iii) motivate award recipients to act in the long-term best interests of the Company and its stockholders. The 2018 Plan will be administered by a committee designated by the Board, or a subcommittee of such committee.
Subject to the terms of the 2018 Plan, 7.3 million shares of common stock of the Company are authorized for issuance under the 2018 Plan. Under the 2018 Plan, the Company may grant nonqualified stock options, incentive stock options (collectively with nonqualified stock options, “Options”), stock appreciation rights (“SARs”), stock awards in the form of restricted stock, restricted stock units or unrestricted stock awards (“Stock Awards”), performance awards and deferred stock units. To the extent the Company grants a Stock Award or settles a performance award in shares of common stock or grants a deferred stock unit award (on a stand-alone basis and not in connection with the vesting of an award), the number of shares of common stock that remain available for future grants under the 2018 Plan will be reduced by an amount equal to 1.75 times the number of shares subject to such Stock Award, deferred stock unit award or performance award.
The Board may amend the 2018 Plan as it deems advisable, subject to stockholder approval if required by applicable law, rule or regulation or if the Board seeks to modify the Option and SAR repricing or discounting provisions in the 2018 Plan. No amendment may materially impair the rights of a holder of an outstanding award without the consent of such holder.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the Company’s stockholders approved Proposal 4, an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the Company’s classified board structure on a phase-out basis such that each director would be elected to a one-year term beginning with the directors elected at the 2019 Annual Meeting of Stockholders, and also to provide that, once the Board ceases to be classified, directors may, consistent with Delaware law, be removed with or without cause. Accordingly, on May 2, 2018, 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 amendment.
Also on May 1, 2018, following the approval of Proposal 4 by the Company’s stockholders, the Board adopted a corresponding amendment to the Company’s Amended and Restated By-Laws, as amended. Reference is made to the Certificate of Amendment of Amended and Restated Certificate of Incorporation and Amendment No. 3 to the Amended and Restated By-Laws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
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 2021 Annual Meeting of Stockholders, (ii) ratified the appointment of
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PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2018, (iii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the 2018 Proxy Statement, (iv) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to de-classify the Board on a phase-out basis and (v) approved the 2018 Plan. Set forth below are the voting results for each of the proposals presented at the Annual Meeting:
Proposal 1 — Election of Class II directors:
|
Director |
For | Against | Abstain |
Broker Non-
Votes |
||||||
|
Didier Hirsch |
73,318,721 | 896,027 | 28,887 | 5,567,420 | ||||||
|
Ronald Jankov |
73,131,268 | 1,083,187 | 29,180 | 5,567,420 | ||||||
|
Ye Jane Li |
73,456,371 | 759,667 | 27,597 | 5,567,420 | ||||||
|
Dr. Cheryl Shavers |
73,464,501 | 753,922 | 25,212 | 5,567,420 | ||||||
Proposal 2 — Ratification of the appointment PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2018:
|
For |
Against | Abstain |
Broker Non-
Votes |
|||
|
79,697,045 |
84,865 | 29,145 | 0 |
Proposal 3 — Nonbinding advisory vote to approve named executive officer compensation:
|
For |
Against | Abstain |
Broker Non-
Votes |
|||
|
62,047,811 |
12,105,610 | 90,214 | 5,567,420 |
Proposal 4 — Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to de-classify the Board on a phase-out basis:
|
For |
Against | Abstain |
Broker Non-
Votes |
|||
|
74,107,599 |
96,111 | 39,925 | 5,567,420 |
Proposal 5 — Approval of the 2018 Plan:
|
For |
Against | Abstain |
Broker Non-
Votes |
|||
|
60,948,173 |
13,244,340 | 51,122 | 5,567,420 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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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 2, 2018 | By: | /s/ Thomas G. Jackson | ||||
| Thomas G. Jackson | ||||||
| Senior Vice President, General Counsel & Secretary | ||||||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
KNOWLES CORPORATION
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Knowles Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting paragraphs (c) and (e) of Article FIFTH thereof and inserting the following in lieu thereof:
“(c) The directors shall, until the annual meeting of stockholders to be held in 2021, be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of an equal number of directors. The term of the Class I directors elected at the 2017 annual meeting of stockholders shall terminate on the date of the 2020 annual meeting of stockholders; the term of the Class II directors elected at the 2018 annual meeting of stockholders shall terminate on the date of the 2021 annual meeting of stockholders; and the term of the Class III directors elected at the 2016 annual meeting of stockholders shall terminate on the date of the 2019 annual meeting of stockholders or, in each case, upon such director’s earlier death, resignation or removal. At each succeeding annual meeting of stockholders beginning with the 2019 annual meeting of stockholders, directors standing for election shall be elected annually for one-year terms expiring at the next succeeding annual meeting of stockholders and until his or her respective successor has been duly elected and qualified.
(e) Subject to the terms of any one or more classes or series of the Preferred Stock, any vacancy on the Board of Directors that results from an increase in the number of directors or the death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority of the Board of Directors then in office, in their sole discretion, even if less than a quorum, or by a sole remaining director, in his or her sole discretion. Any director appointed to fill a vacancy on the Corporation’s Board of Directors not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. In no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director. Prior to and until the time at which the Board of Directors ceases to be classified pursuant to Article FIFTH, Section (c), of this Certificate of Incorporation, except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of the Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the shares of voting common stock. From and after the time at which the Board of Directors ceases to be classified pursuant to Article FIFTH, Section (c), except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of shares of voting common stock. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of the Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Amended and
Restated Certificate of Incorporation and the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series.”
The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Knowles Corporation has caused this Certificate to be executed by its duly authorized officer on this 1 st day of May, 2018.
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KNOWLES CORPORATION |
||
|
By: |
/s/ Jeffrey Niew |
|
|
Name: Jeffrey Niew |
||
|
Title: President and Chief Executive Officer |
||
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Exhibit 3.2
AMENDMENT NO. 3 TO
AMENDED AND RESTATED BY-LAWS OF
KNOWLES CORPORATION
A Delaware Corporation
Pursuant to a resolution duly adopted by the Board of Directors of Knowles Corporation, a Delaware corporation (the “Corporation”), effective May 1, 2018, Article III, Section 3.1, Section 3.2 and Section 3.6 of the Amended and Restated By-Laws of the Corporation are amended to read in their entirety as follows:
Section 3.1 Number and Election of Directors . The Board of Directors shall consist of not less than three (3) nor more than fifteen (15) members, the exact number of which shall be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board of Directors, and subject to the rights of the holders of the preferred stock, if any, the exact number may be increased or decreased (but not to less than three (3) or more than fifteen (15)). Except as provided in Section 3.2, directors shall be elected by a majority of the votes cast at the annual meeting of stockholders; provided, however, that, if the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes cast. A director shall hold office until the Annual Meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Directors need not be stockholders.
The directors shall, until the Annual Meeting of Stockholders to be held in 2021, be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of an equal number of directors. The term of the Class I directors shall terminate on the date of the 2020 Annual Meeting of Stockholders; the term of the Class II directors elected at the 2018 Annual Meeting of Stockholders shall terminate on the date of the 2021 Annual Meeting of Stockholders; and the term of the Class III directors shall terminate on the date of the 2019 Annual Meeting of Stockholders or, in each case, upon such director’s earlier death, resignation or removal. At each succeeding Annual Meeting of Stockholders beginning with the 2019 Annual Meeting of Stockholders, directors standing for election shall be elected annually for one-year terms expiring at the next succeeding Annual Meeting of Stockholders and until his or her respective successor has been duly elected and qualified.
Section 3.2 Vacancies . Subject to the terms of any one or more classes or series of preferred stock, any vacancy on the Board of Directors that results from an increase in the number of directors or the death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority of the Board of Directors then in office, in their sole discretion, even if less than a quorum, or by a sole remaining director, in his or her sole discretion. Any director appointed to fill a vacancy on the Corporation’s Board of Directors not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. In no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director.
Section 3.6 Resignations and Removals of Directors . Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, the Chief Executive Officer or the Secretary of the Corporation and, in the case of a committee, to the chair of such committee. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.
Prior to and until the time at which the Board of Directors ceases to be classified pursuant to Section 3.1 of these By-Laws, except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the shares of voting common stock. From and after the time at which the Board of Directors ceases to be classified pursuant to Section 3.1, except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of shares of voting common stock. Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors.
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