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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2025
Knowles Corporation
(Exact name of registrant as specified in its charter)
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Delaware | 001-36102 | 90-1002689 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1151 Maplewood Drive, Itasca, IL
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (630) 250-5100
(Former Name or Former Address, if Changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading symbol | | Name of each exchange on which registered |
Common stock, $0.01 par value per share | | KN | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.02 Results of Operations and Financial Condition. |
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On February 13, 2025, Knowles Corporation issued a press release announcing its results of operations for the year and quarter ended December 31, 2024 and posted on its website at http://investor.knowles.com presentation slides which summarize certain of its results of operations for the year and quarter ended December 31, 2024. Knowles Corporation's quarterly financial conference call and webcast will be held on February 13, 2025. A copy of the press release is being furnished as Exhibit 99.1 hereto and a copy of the presentation slides is being furnished as Exhibit 99.2 hereto. |
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Item 7.01 Regulation FD Disclosure. |
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On February 13, 2025, the Company announced that its Board of Directors has approved the addition of $150 million to its existing stock repurchase program, which was first adopted in February 2020 and then increased in April 2022. As of February 13, 2025, an aggregate of approximately $194 million is available under the Company's stock repurchase program, which includes this additional authorization. A copy of the press release is being furnished as Exhibit 99.1 hereto. |
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The information furnished under this Item 2.02 and the related exhibits included in Item 9.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. |
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Item 9.01 Financial Statements and Exhibits. |
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(d) Exhibits. | | |
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The following exhibits are furnished as part of this report: |
Exhibit Number | | Description |
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104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | KNOWLES CORPORATION |
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Date: | February 13, 2025 | By: /s/ Robert J. Perna |
| | Robert J. Perna |
| | Senior Vice President, General Counsel & Secretary |