Knowles (KN) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held on April 28, 2026, with shareholders voting on director elections, executive compensation, advisory vote frequency, and auditor ratification.

• The company completed a portfolio transformation in 2024, focusing on MedTech, Defense, and Industrial markets, resulting in 2025 revenues of $593.2M, up 7.2% from 2024.

• Adjusted EBIT grew 11.3% to $120.1M, and adjusted free cash flow rose to $114.4M in 2025.

• Share repurchases totaled 3.6M shares ($65M), and debt was further reduced in 2025.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors for one-year terms, approve executive compensation (say-on-pay), set the frequency of future say-on-pay votes, and ratify PwC as the independent auditor for 2026.

• The board recommends voting for all proposals and for annual say-on-pay votes.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted between December 29, 2026, and January 28, 2027.

Board of directors and corporate governance

• Seven of eight director nominees are independent; all committee chairs and members are independent.

• The board has an average tenure of 7 years and an average age of 64.

• Board committees include Audit, Compensation, and Governance & Nominating, each with defined charters and independent membership.

• Regular board, committee, and director evaluations are conducted, with a robust annual evaluation program.

• Policies prohibit hedging, pledging, and short sales of company stock by directors and executives.

• Stock ownership guidelines require 4x base salary for the CEO and 2x for other executives; all directors and executives are in compliance.

• The board maintains a separate non-executive chairperson and conducts executive sessions without management.