Independent
Tenure on this board
1.5 yrs
8 nominees · 4 ballot items.
Election of eight directors; advisory approval of named executive officer compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes (1, 2, or 3 years); ratification of PwC as independent auditors for fiscal year 2026.
Elect eight directors named in the proxy statement to serve one-year terms until the 2027 annual meeting or until successors are elected.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of the company’s named executive officer (NEO) compensation as disclosed in the proxy statement. Management seeks shareholder endorsement to affirm that the firm's compensation structure — which emphasizes long-term equity, PSUs tied to r-TSR, an Annual Incentive Plan weighted to business-unit financial performance, and supplemental CEO Financial PSUs with rigorous multi-year revenue and Adjusted EPS gates — aligns with pay-for-performance and promotes retention. The Board recommends a vote FOR, citing strong historical shareholder support (98% in 2025) and highlighting governance features such as capped payouts, multi-year vesting, independent compensation consultant oversight, clawback policy, and stock ownership guidelines. Approval would be advisory only; if a significant negative vote occurs, the Board and Compensation Committee say they will consider shareholder concerns and may adjust program design. Given the company’s recent strategic portfolio shift (divestiture of Consumer MEMS Microphones), the proposal reinforces compensation tied to the company’s new industrial technology focus and recent strong financial outcomes supporting payouts above target in 2025.
Advisory vote to select whether future say-on-pay votes should occur every one, two, or three years; Board recommends one year.
This management proposal asks shareholders to indicate their preferred frequency for future advisory votes on executive compensation (every one, two, or three years). The Board recommends an annual vote, arguing that yearly advisory votes provide shareholders more frequent and direct input on the company's evolving compensation practices, which is consistent with the firm's shareholder engagement policy and governance approach. The vote is advisory and non-binding; the option receiving the most votes will be considered shareholder preference, but the Board may choose a different frequency if it determines that alternative timing is in the company's and shareholders' best interests. The Board’s recommendation reflects the company’s emphasis on responsive governance and recent proactive shareholder engagement activities.
Ratify the appointment of PricewaterhouseCoopers LLP as Knowles' independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.96% | 9,378,408 | $241M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.81% | 6,683,579 | $172M |
| 3 | Neuberger Berman Group LLC | 6.72% | 5,746,933 | $148M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 6.33% | 5,416,873 | $139M |
| 5 | ARIEL INVESTMENTS, LLC | 4.44% | 3,800,083 | $98M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.29% | 3,667,228 | $94M |
| 7 | GOLDMAN SACHS GROUP INC | 4.14% | 3,539,118 | $91M |
| 8 | STATE STREET CORP | 3.90% | 3,337,685 | $86M |
| 9 | BlackRock, Inc. | 3.12% | 2,668,279 | $69M |
| 10 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 2.21% | 1,887,525 | $48M |
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