DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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KNOWLES CORPORATION

(Name of Registrant as Specified in its Charter)

         

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 5, 2015.

KNOWLES CORPORATION

Meeting Information

Meeting Type: Annual Meeting

For holders as of: March 9, 2015

Date: May 5, 2015 Time: 1:00 p.m., CDT

Location: Sidley Austin, LLP

One South Dearborn

Chicago, IL

KNOWLES CORPORATION ATTN: THOMAS JACKSON 1151 MAPLEWOOD DR. ITASCA, IL 60143

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

proxy See the materials reverse and side voting of this instructions. notice to obtain

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Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 21, 2015 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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The Board of Directors recommends you vote FOR the following nominees:

1. Election of Directors

Class II Nominees to serve a three year term 01) Robert W. Cremin 02) Didier Hirsch 03) Ronald Jankov

The Board of Directors recommends you vote FOR proposals 2, 3, 4, and 5:

2. Rati?cation of the appointment of PRICEWATERHOUSECOOPERS LLP as our independent registered public accounting ?rm for ?scal 2015.

3. Nonbinding advisory vote on ?scal 2014 named executive of?cer compensation.

4. Approval of performance measures under the Knowles Corporation Executive Of?cer Annual Incentive Plan.

5. Approval of performance measures under the Knowles Corporation 2014 Equity and Cash Incentive Plan.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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