Knowles (NYSE: KN) holders approve directors, say-on-pay and PwC at 2026 meeting

Rhea-AI Filing Summary

Knowles Corporation reported the results of its annual stockholders meeting held on April 28, 2026. Stockholders elected eight directors to one-year terms, with each nominee receiving a strong majority of votes cast.

Investors also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. In a separate advisory vote on how often to hold future say-on-pay votes, stockholders supported an annual (every year) frequency. Finally, stockholders ratified PricewaterhouseCoopers LLP as Knowles’ independent registered public accounting firm for 2025, with a very high level of support and minimal opposition.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Ye Jane Li: 79,049,134 votes Say-on-pay support: 76,319,324 votes for Say-on-pay frequency 1 year: 72,943,151 votes +3 more

6 metrics

Votes for Ye Jane Li 79,049,134 votes Director election at April 28, 2026 annual meeting

Say-on-pay support 76,319,324 votes for Advisory vote on executive compensation

Say-on-pay frequency 1 year 72,943,151 votes Advisory vote on frequency of future pay votes

Say-on-pay frequency 3 years 6,271,166 votes Alternative option in frequency vote

Auditor ratification support 82,009,035 votes for Ratification of PwC as auditor for 2025

Auditor ratification against 436,983 votes against Ratification of PwC as auditor for 2025

Key Terms

non-binding advisory vote, named executive officers, independent registered public accounting firm, broker non-votes

4 terms

non-binding advisory vote financial

"approved, on an advisory non-binding basis, the compensation paid to the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

named executive officers financial

"the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2025"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Set forth below are the voting results for each of the proposals presented at the Annual Meeting Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

0001587523FALSE00015875232022-04-262022-04-26

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 28, 2026

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 (§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 28, 2026 (“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 2027 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified; (ii) 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; (iii) approved, by a non-binding advisory vote, to consider future advisory votes on the Company's named executive officer compensation every year; and (iv) ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2026. 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									73,512,799												5,727,565												23,325												3,217,595
Keith Barnes									77,476,015												1,760,247												27,427												3,217,595
Jason Cardew									78,169,365												1,071,219												23,105												3,217,595
Daniel Crowley									77,526,603												1,713,981												23,105												3,217,595
Ye Jane Li									79,049,134												187,151												27,404												3,217,595
Jeffrey S. Niew									78,789,188												450,582												23,919												3,217,595
Cheryl Shavers									78,113,798												1,125,140												24,751												3,217,595
Michael Wishart									79,069,353												171,176												23,160												3,217,595

Proposal 2- Non-binding advisory vote to approve named executive officer compensation:

																		Broker Non-Votes
For						Against						Abstain
76,319,324						2,884,254						60,111						3,217,595

Proposal 3 - Non-binding advisory vote to recommend frequency of future advisory votes to approve named executive officer compensation:

																		Abstain
1 Year						2 Years						3 Years
72,943,151						6,186						6,271,166						43,186

Proposal 4 - 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
82,009,035						436,983						35,266						0

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 29, 2026			By: /s/ Robert J. Perna
			Robert J. Perna
			Senior Vice President, General Counsel & Secretary

FAQ

What did Knowles (KN) stockholders decide at the April 28, 2026 annual meeting?

Stockholders elected eight directors, approved executive pay on an advisory basis, chose to hold say-on-pay votes every year, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2025, all with strong support and relatively low opposition or abstentions across proposals.

How did Knowles (KN) investors vote on director elections?

All eight director nominees were elected with clear majorities. For example, Ye Jane Li received 79,049,134 votes for, 187,151 against, and 27,404 abstentions, with 3,217,595 broker non-votes. Other directors, including the CEO Jeffrey S. Niew, also received strong support in their respective vote totals.

Was Knowles’ executive compensation approved in the 2026 say-on-pay vote?

Yes. The non-binding advisory vote on named executive officer compensation received 76,319,324 votes for, 2,884,254 against, and 60,111 abstentions, with 3,217,595 broker non-votes. This indicates broad stockholder support for the company’s disclosed compensation program for its senior executives at the time of the meeting.

What frequency did Knowles (KN) stockholders prefer for future say-on-pay votes?

In the advisory vote on how often to hold future executive pay votes, 72,943,151 shares favored annual (1-year) votes, 6,186 favored a 2-year cycle, 6,271,166 supported a 3-year cycle, and 43,186 abstained. The results show a clear preference for holding the advisory vote every year.

Did Knowles stockholders ratify PricewaterhouseCoopers as auditor for 2025?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025 with 82,009,035 votes for, 436,983 against, and 35,266 abstentions, and no broker non-votes. The high level of support suggests strong confidence in PwC’s role as the company’s external auditor.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.7 KB