Knowles Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors named in the proxy statement to serve one-year terms until the 2027 annual meeting or until successors are elected.

2. 2

   Non-binding, Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   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.

3. 3

   Non-binding, Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation (Say-on-Pay Frequency

   ManagementBoard: FOR

   Advisory vote to select whether future say-on-pay votes should occur every one, two, or three years; Board recommends one year.

   More detail

   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.

4. 4

   Ratification of the Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as Knowles' independent registered public accounting firm for fiscal year 2026.

Upcoming shareholder meetings at Knowles Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Knowles Corp 2026 annual meeting?

Knowles Corp (KN) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Knowles Corp 2026 meeting?

The record date for the Knowles Corp 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Knowles Corp's 2026 meeting?

The board is presenting 8 director nominees at the Knowles Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Knowles Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Knowles Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.