Knowles Corp — fact timeline

Knowles Corp reported the quarter ending June 30, 2026 results: revenue $152 to $162 million, EPS $0.18 to $0.22. Guidance initiated.

“The forward looking guidance for the quarter ending June 30, 2026 on a continuing operations basis, with the exception of Net cash provided by operating activities, is as follows: GAAP Adjustments Non-GAAP Revenues from continuing operations $152 to $162 million — $152 to $162 million Diluted earnings per share from continuing operations $0.18 to $0.22 $0.10 $0.28 to $0.32 Net cash provided by operating activities $20 to $30 million — $20 to $30 million”

Knowles Corp reported the quarter ended March 31, 2026 results: revenue $153 million, EPS $0.13.

“Q1 Revenues Increased 16% on a Year over Year Basis to $153 million Q1 Diluted EPS from Continuing Operations increased $0.13 on a Year over Year Basis Q1 Non-GAAP Diluted EPS from Continuing Operations Increased 50% on a Year over Year Basis to $0.27”

Knowles Corp completed a disposition involving Syntiant Corp. for $150.0 million in total consideration, consisting of $70.0 million in cash and $80.0 million in series D-2 preferred stock (closed 2024-12-27).

“d, collectively with certain of its wholly owned subsidiaries, “Sellers”), completed the previously announced sale of certain assets and liabilities of the Company’s consumer MEMS microphones business (the “Business”) and the transfer of Business employees to Syntiant Corp., a Delaware corporation (“Buyer”), in accordance with the Purchase and Sale Agreement, dated as of September 18, 2024 (the “Purchase Agreement”, and such transaction, the “Transaction”).”

Knowles Corp: Fifth Amended and Restated By-Laws adopted, including clarifications on calling special meetings, revised stockholder nomination and proposal procedures, director interview requirement, severability provision, and ministerial updates (effective 2024-10-29).

“On October 29, 2024, in connection with a periodic review of the by-laws of Knowles Corporation (the “Company” ), the Company’s board of directors (the “Board” ) unanimously adopted the Fifth Amended and Restated By-Laws of the Company (the by-laws, as so amended and restated, the “Amended and Restated By-Laws” ), effective immediately.”

Erania Brackett resigned as Director at Knowles Corp.

“On September 3, 2024, the Governance and Nominating Committee of the Board of Directors of Knowles Corporation (the “Company”) accepted the resignation of Erania Brackett as a Director, effective September 13, 2024.”

Jason Cardew was elected as Director at Knowles Corp.

“On June 18, 2024, the Board of Directors (the "Board") of Knowles Corporation (the "Company") increased the size of the Board from nine persons to ten persons and elected Jason Cardew as a new director to fill the vacancy created by such increase.”

Knowles Corp: Amendment to Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law (effective 2024-05-03).

“the Company filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation ("Certificate of Amendment") with the Secretary of State of the State of Delaware on May 3, 2024, which became effective upon filing.”

Knowles Corp shareholders approved Approval of the Second Amended and Restated 2018 Equity and Cash Incentive Plan at the 2024-04-30 meeting.

“Proposal 5 - Vote on the approval of the Second Amended and Restated 2018 Equity and Cash Incentive Plan: Broker Non-Votes For Against Abstain 78,514,050 5,255,404 57,046 3,068,756”

Knowles Corp shareholders approved Amendment of the Company's Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law at the 2024-04-30 meeting.

“Proposal 4 - Vote on the amendment of the Company's Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law: Broker Non-Votes For Against Abstain 71,375,042 12,404,028 47,430 3,068,756”

Knowles Corp shareholders approved Non-binding advisory vote to approve named executive officer compensation at the 2024-04-30 meeting.

“Proposal 3 - Non-binding advisory vote to approve named executive officer compensation: Broker Non-Votes For Against Abstain 82,245,081 1,520,071 61,348 3,068,756”

Knowles Corp shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2024 at the 2024-04-30 meeting.

“Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2024: Broker Non-Votes For Against Abstain 86,331,912 537,158 26,186 0”

Knowles Corp shareholders approved Election of Directors at the 2024-04-30 meeting.

“Proposal 1 - Election of Directors Broker Non-Votes Director For Against Abstain Keith Barnes 82,276,243 1,524,933 25,324 3,068,756 Erania Brackett 83,659,640 150,186 16,674 3,068,756 Daniel Crowley 83,441,192 349,034 36,274 3,068,756 Didier Hirsch 83,244,087 556,973 25,440 3,068,756 Ye Jane Li 83,449,810 336,226 40,464 3,068,756 Donald Macleod 82,749,409 1,045,921 31,170 3,068,756 Jeffrey S. Niew 83,446,434 351,970 28,096 3,068,756 Cheryl Shavers 82,870,505 934,102 21,893 3,068,756 Michael Wishart 83,462,078 337,483 26,939 3,068,756”

Knowles Corp reported financial results for the quarter ended March 31, 2024.

“On May 1, 2024 , Knowles Corporation (the "Company") issued a press release announcing its results of operations for the quarter ended March 31, 2024”

Knowles Corp reported the year and quarter ended December 31, 2023 results: revenue $215.2, EPS $0.52.

“following table highlights the Company’s financial performance on both a GAAP and supplemental non-GAAP basis (in millions, except per share data): Q4-23 Q3-23 Q4-22 Revenues $215.2 $175.1 $197.1 Gross profit $78.4 $77.5 $75.3 (as a % of revenues) 36.4% 44.3% 38.2% Non-GAAP gross profit $80.2 $78.1 $79.6 (as a % of revenues) 37.3% 44.6% 40.4% Diluted earnings”

Hermann Eul resigned as Director at Knowles Corp.

“Dr. Hermann Eul, a member of the Board of Directors (the "Board") of Knowles Corporation (the "Company") informed the Company of his decision to resign as a member of the Board and as a member of the Company's Compensation Committee (the "Committee"), effective January 1, 2024.”

Knowles Corp reported quarter ended September 30, 2023 results: revenue $175.1, EPS $0.18.

“following table highlights the Company’s financial performance on both a GAAP and supplemental non-GAAP basis (in millions, except per share data): Q3-23 Q2-23 Q3-22 Revenues $175.1 $173.0 $178.2 Gross profit $77.5 $73.7 $40.0 (as a % of revenues) 44.3% 42.6% 22.4% Non-GAAP gross profit $78.1 $72.7 $68.6 (as a % of revenues) 44.6% 42.0% 38.5% Diluted earnings”

Knowles Corp amended Amendment No. 1 with JPMorgan Chase Bank, N.A., as administrative agent valued at US$122,900,000 (effective 2023-09-25).

“On September 25, 2023, Knowles Corporation (the “Company”) entered into Amendment No. 1 (the “Amendment”) to Amended and Restated Credit Agreement among the Company, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and a syndicate of other financial institutions (the “Lenders”) named therein (the “Credit Agreement”).”

Knowles Corp entered into Purchase and Sale Agreement with Knowles Capital Holdings, Inc., Knowles Intermediate PD Holdings, LLC, Cornell Dubilier Electronics, Inc., CD Aero, LLC, Kaplan Electronics, Inc., certain shareholders, James P. Kaplan, and certain guarantors valued at aggregate consideration of $263 million, consisting of a $140 million cash payment at closing and an (effective 2023-09-15).

“On September 15, 2023, Knowles Corporation, a Delaware corporation (the "Company"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Knowles Capital Holdings, Inc., a wholly-owned subsidiary of the Company, Knowles Intermediate PD Holdings, LLC, a wholly-owned subsidiary of the Company, Cornell Dubilier Electronics, Inc., a Delaware corporation ("CDE"), CD Aero, LLC ("CDA"), Kaplan Electronics, Inc. ("Kaplan"), the parties listed as "Shareholders" on the signature pages attached thereto, James P. Kaplan, in his capacity as sellers' representative, and the parties listed as "Guarantors" on the signature pages attached thereto.”

Knowles Corp reported the quarter ended June 30, 2023 results: revenue $173.0, EPS $0.15. Guidance lowered.

“following table highlights the Company’s financial performance on both a GAAP and supplemental non-GAAP basis (in millions, except per share data): Q2-23 Q1-23 Q2-22 Revenues $173.0 $144.3 $188.0 Gross profit $73.7 $53.8 $77.7 (as a % of revenues) 42.6% 37.3% 41.3% Non-GAAP gross profit $72.7 $54.4 $78.1 (as a % of revenues) 42.0% 37.7% 41.5% Diluted earnings”

Erania Brackett was elected as Director at Knowles Corp.

“elected Erania Brackett as a new director to fill the vacancy created by such increase.”

Knowles Corp shareholders approved Non-binding advisory vote to approve named executive officer compensation at the 2023-05-02 meeting.

“Proposal 3 - Non-binding advisory vote to approve named executive officer compensation: Broker Non-Votes For Against Abstain 77,583,240 7,603,263 64,284 2,766,483”

Knowles Corp shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2023 at the 2023-05-02 meeting.

“Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2023: Broker Non-Votes For Against Abstain 87,463,652 529,678 23,940 0”

Knowles Corp shareholders approved Election of Directors at the 2023-05-02 meeting.

“Knowles Corporation (the "Company") held its annual meeting of stockholders on May 2, 2023 (“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 2024 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified; (ii) ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2023; and (iii) 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.”

Knowles Corp reported the quarter ending June 30, 2023 results: revenue $165.0 to $180.0 million, EPS $0.11 to $0.15. Guidance initiated.

“Second Quarter 2023 Outlook The forward looking guidance for the quarter ending June 30, 2023 is as follows: GAAP Adjustments Non-GAAP Revenues $165.0 to $180.0 million — $165.0 to $180.0 million Gross Profit Margin 38.7% to 40.7% 0.30% 39.0% to 41.0% Diluted EPS $0.11 to $0.15 $0.09 $0.20 to $0.24 Q2 2023 GAAP results are expected to include approximately $0.06 per share in stock-based compensation and $0.03 per share in amortization of intangibles.”

Knowles Corp reported the quarter ended March 31, 2023 results: revenue $144.3, EPS $(0.06).

“Financial Highlights The following table highlights the Company’s financial performance on both a GAAP and supplemental non-GAAP basis (in millions, except per share data): Q1-23 Q4-22 Q1-22 Revenues $144.3 $197.1 $201.4 Gross profit $53.8 $75.3 $83.3 (as a % of revenues) 37.3% 38.2% 41.4% Non-GAAP gross profit $54.4 $79.6 $83.8 (as a % of revenues) 37.7% 40.4% 41.6% Diluted (loss) earnings per share* $(0.06) $(2.28) $0.19 Non-GAAP diluted earnings per share $0.05 $0.33 $0.35 Net cash provided by operating activities $21.9 $46.8 $0.8 * Current period results include $7.8 million in stock-based compensation, $1.1 million in restructuring charges, and $2.9 million in intangibles amortization expense that are excluded from non-GAAP results. 1”

Knowles Corp reported financial results for for the fourth quarter and year ended December 31, 2022.

“On February 9, 2023, Knowles Corporation issued a press release announcing its results of operations for the year and quarter ended December 31, 2022”

Knowles Corp amended credit facility of US$400,000,000 with JPMorgan Chase Bank, N.A. and a syndicate of other financial institutions at Term SOFR, Daily Simple Sonia, or EURIBOR plus Applicable Margin, or ABR plus Ap maturing February 8, 2028.

“the lenders party thereto, and provides for a senior secured revolving credit facility with borrowings in an aggregate principal amount at any time outstanding not to exceed US$400,000,000 (the “Credit Facility”). The New Credit Agreement, among other things, extends the maturity date of the Credit Facility from January 2024 to February 2028, replaces the London”

Knowles Corp amended New Credit Agreement with JPMorgan Chase Bank, N.A. valued at US$400,000,000 (effective 2023-02-08).

“On February 8, 2023, Knowles Corporation (the “Company”) entered into an Amended and Restated Credit Agreement (the “New Credit Agreement”) among the Company and one or more of its subsidiaries designated from time to time by the Company (together with the Company, the “Borrowers”), JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (the “Administrative Agent”), and a syndicate of other financial institutions (the “Lenders”) named in the New Credit Agreement.”

Knowles Corp: Adopted Fourth Amended and Restated By-Laws to update provisions on universal proxy rules, stockholder meetings, director elections, and other governance matters (effective 2022-10-25).

“On October 25, 2022, in connection with the new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”) and a periodic review of the Company's by-laws, the Company’s board of directors (the “Board”) unanimously adopted the Fourth Amended and Restated By-Laws of the Company (the by-laws, as so amended and restated, the “Amended and Restated By-Laws”), effective immediately.”

Daniel J. Crowley was elected as Director at Knowles Corp.

“On July 26, 2022, the Board of Directors (the “Board”) of Knowles Corporation (the “Company”) increased the size of the Board from eight persons to nine persons and elected Daniel J. Crowley as a new director to fill the vacancy created by such increase.”