Knowles Corporation Commits to Annual Say-On-Pay Votes Following 2026 Stockholder Meeting

Board Decision on Say-On-Pay Vote Frequency

Knowles Corporation's Board of Directors has formalized its commitment to conducting Say-On-Pay advisory votes on an annual basis, reflecting the clear preference expressed by stockholders at the company's April 28, 2026 annual meeting. In the non-binding advisory vote on the frequency of future Say-On-Pay votes, shareholders voted in favor of annual frequency, which received the highest number of votes cast by stockholders either in person or by proxy. This outcome aligned with the Board's own recommendation to shareholders regarding vote frequency, demonstrating alignment between management and the investor base on executive compensation governance matters.

The Board's decision ensures that shareholders will have regular opportunities to express their views on named executive officer compensation packages on a yearly basis. This annual cadence provides consistent, predictable governance timing that allows the company to respond to shareholder feedback on executive pay matters within a well-established calendar. By committing to this frequency, Knowles Corporation reinforces its commitment to transparent compensation practices and accountability to its investor community.

Timeline for Say-On-Pay Vote Implementation

The company's Board determined that annual Say-On-Pay votes will remain in effect until the company's 2032 Annual Meeting of Stockholders, at which point stockholders will be asked to vote again on the frequency of future Say-On-Pay votes. This six-year implementation window provides stability and clarity for both the company's governance structure and its shareholders regarding executive compensation oversight. The next stockholder advisory vote on frequency will not occur before 2032, allowing the company to operate under the annual vote structure without further frequency-related changes in the interim.

This extended timeline allows Knowles Corporation to gather meaningful data on shareholder engagement and sentiment regarding executive compensation across multiple years of voting cycles. The 2032 review point will provide an appropriate opportunity to reassess shareholder preferences and determine whether annual frequency remains the most appropriate governance approach for the company. Until that time, investors can expect Say-On-Pay votes to be a regular feature of the company's annual stockholder meetings.

What the Say-On-Pay Vote Represents for Investors

Say-On-Pay votes represent a key governance tool that allows shareholders to express their views on executive compensation practices without directly determining pay outcomes. These non-binding advisory votes provide valuable feedback to boards of directors and compensation committees regarding shareholder perspectives on whether named executive officer compensation aligns with company performance and shareholder interests. For Knowles Corporation, the annual frequency ensures that shareholders maintain regular input into this important governance matter.

The advisory nature of these votes means that while the Board is not required to implement changes based on vote results, shareholders' clear preference carries significant weight in corporate governance discussions. The fact that stockholders voted overwhelmingly for annual frequency, and that the Board adopted this recommendation, demonstrates how Say-On-Pay votes influence corporate governance decisions. Investors who view executive compensation alignment as important to their investment theses will appreciate the annual opportunity to register their positions.

Alignment with Board Recommendations and Stockholder Preferences

The amendment to the original April 2026 report clarifies that the Board's recommendation for annual Say-On-Pay vote frequency and the stockholder vote outcome were aligned, reflecting positive governance coordination. When boards and shareholders agree on governance matters, it typically signals that management and the investor base share similar views on appropriate levels of executive accountability and compensation oversight. This alignment at Knowles Corporation suggests the company's governance framework resonates with its shareholder base.

The disclosure that annual frequency received "the highest number of votes cast by stockholders" indicates strong shareholder consensus for this governance approach. This type of clear shareholder mandate provides the Board with confidence that its governance decisions reflect investor preferences and expectations. Investors monitoring corporate governance standards may view this alignment positively, as it suggests the company is responsive to shareholder input and willing to implement governance structures that reflect investor sentiment.

Amendment Purpose and Governance Transparency

Knowles Corporation filed this amended disclosure, designated as an Amendment No. 1 on the Form 8-K/A, specifically to communicate the Board's formal decision on Say-On-Pay vote frequency following the annual meeting. The original Form 8-K, filed on April 29, 2026, reported the voting results, while this amendment adds the crucial follow-up disclosure of the Board's decision regarding how it will implement those results. This two-step disclosure process ensures that all material governance decisions are properly communicated to shareholders and the investing public.

The amendment demonstrates Knowles Corporation's commitment to clear and complete governance disclosure. By filing this separate amendment rather than including the Board's decision in routine correspondence, the company ensures that this governance commitment receives appropriate attention from investors and stakeholders. This transparent approach to disclosure supports investor confidence in the company's governance processes and decision-making frameworks.

Implications for Executive Compensation Oversight

The commitment to annual Say-On-Pay votes means that Knowles Corporation's named executive officers and compensation committee will operate within a framework of regular shareholder review. Executive compensation decisions will be subject to annual advisory evaluation by shareholders, providing ongoing accountability for pay practices. This regular cycle encourages compensation committees to remain responsive to shareholder concerns and market standards for executive compensation governance.

For investors concerned about executive compensation levels, structures, and alignment with company performance, the annual vote schedule provides a predictable opportunity to influence governance outcomes. Institutional investors with governance oversight responsibilities can plan their voting activities and engagement strategies around the annual Say-On-Pay vote cycle. This consistency supports more effective investor activism and engagement on compensation matters.

Governance Stability and Stockholder Engagement

By establishing annual Say-On-Pay votes through the 2032 Annual Meeting, Knowles Corporation provides governance stability that supports long-term planning and shareholder engagement strategies. Investors know they will have the opportunity to vote on executive compensation annually, allowing them to incorporate this governance event into their annual proxy voting calendars. The six-year commitment period demonstrates the Board's confidence that annual frequency represents the appropriate governance approach for the foreseeable future.

This governance stability may also support investor relations efforts by creating predictable patterns of shareholder communication and engagement around compensation matters. Investors who have expressed views on executive pay practices can do so through the Say-On-Pay mechanism on a regular, foreseeable basis. The company's responsiveness to the clear stockholder vote in favor of annual frequency demonstrates governance flexibility and investor orientation.

Integration with Knowles Corporation's Broader Governance Framework

The annual Say-On-Pay vote frequency decision represents one component of Knowles Corporation's overall governance structure. The disclosure indicates that the company operates with an active board of directors engaged in governance matters, a compensation committee or similar body responsible for executive pay decisions, and responsive shareholder communication processes. The Board's willingness to align its governance decisions with stockholder preferences reflects broader governance values evident in the company's operations.

Investors evaluating Knowles Corporation's governance practices may view the annual Say-On-Pay commitment positively as evidence of a board responsive to shareholder input and committed to transparent compensation practices. Companies that demonstrate clear alignment between shareholder preferences and board decisions often exhibit stronger overall governance cultures. The transparent amendment process used to communicate this decision further reinforces the company's governance orientation.

Forward-Looking Governance Considerations

While Knowles Corporation has committed to annual Say-On-Pay votes through 2032, the company will revisit the frequency question at that time. This forward-looking approach recognizes that governance best practices and shareholder preferences may evolve over the six-year period. The 2032 review will provide an opportunity to reassess whether annual frequency remains appropriate based on shareholder feedback from multiple voting cycles and any changes in governance standards across corporate America.

Investors should note that the next frequency vote will not occur until 2032, meaning the annual Say-On-Pay structure is now locked in for six years absent extraordinary circumstances. This long-term commitment provides stability but also means that shareholders expressing different frequency preferences will not have another opportunity to vote on this matter until the scheduled 2032 review.