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KNOWLES CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 15, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

Knowles Corporation (the "Company") held its Annual Meeting of Shareholders on May 13, 2014. At the Annual Meeting, the Company's shareholders (i) elected the persons listed below to serve as Class I directors for a term of three years; (ii) ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for 2014; (iii) approved, on an advisory basis, the compensation paid to the Company's named executive officers; and (iv) approved, on an advisory basis, the frequency of once every year for future advisory votes on executive compensation. Set forth below are the voting results for each of these proposals:

Item 1: The election of three Class I directors

Broker Non- Director Name For Withheld Votes Jeffrey S. Niew 64,612,615 299,214 7,123,582 Keith L. Barnes 63,381,267 1,530,562 7,123,582 Richard K. Lochridge 63,750,484 1,161,345 7,123,582



Item 2: The ratification of the appointment of PricewaterhouseCoopers LLP as the

Company's independent registered public accounting firm for 2014 Broker Non- For Against Abstain Votes 71,930,354 67,588 37,469 0



Item 3: An advisory vote on named executive officer compensation

Broker Non- For Against Abstain Votes 63,444,709 694,158 772,962 7,123,582



Item 4: An advisory vote on the frequency of holding an advisory vote on named

executive officer compensation Broker Non- Frequency For Abstain Votes 1 year 54,869,023 2 years 114,059 3 years 9,244,633 684,114 7,123,582 1



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Following this advisory vote, and consistent with the voting results, the Company decided to conduct future advisory votes on named executive officer compensation once every year until the next required advisory vote on frequency.

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Source: Edgar Glimpses


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