As filed with the Securities and Exchange Commission on May 14, 2024

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Knowles Corporation
(Exact name of registrant as specified in its charter)
Delaware90-1002689
(State or Other Jurisdiction of Incorporation)(I.R.S. Employer Identification No.)
1511 Maplewood Drive, Itasca, IL60143
(Address of Principal Executive Offices)(Zip Code)


Second Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan
(Full title of the plan)

Robert J. Perna
Senior Vice President, General Counsel & Secretary
Knowles Corporation
1151 Maplewood Drive
Itasca, IL 60143
(Name and address of agent for service)

(630) 250-5100
(Telephone number, including area code, of agent for service)


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
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 7(a)(2)(B) of the Securities Act. ☐




EXPLANATORY NOTE

Knowles Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) to register 7,300,000 additional shares of its common stock, par value $0.01 per share (the “Additional Shares”), reserved for issuance under the Second Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan (the “Plan”). The reservation of the Additional Shares under the Plan was approved by the Board of Directors of the Registrant on February 20, 2024 and the Registrant’s stockholders on April 30, 2024.

This Registration Statement is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended. Upon filing and effectiveness of this Registration Statement, the total number of shares of Common Stock registered pursuant to the Plan is 23,400,000.

The contents of the Registrant’s previously filed (i) registration statement on Form S-8 relating to the Knowles Corporation 2018 Equity and Cash Incentive Plan (No. 333-224638) filed with the Securities Exchange Commission (the “Commission”) on May 3, 2018 (the “2018 Form S-8”), and (ii) registration statement on Form S-8 relating to the Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan (No. 333-238253) filed with the Commission on May 14, 2020 (the “2020 S-8” and together with the 2018 S-8, the “Prior Registration Statements”) are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such Prior Registration Statements are modified as set forth in this Registration Statement.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

The following documents that have been filed with the Commission by the Registrant are incorporated herein by reference:

(a)    the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 21, 2024;

(b)    the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 1, 2024;

(c)    the Registrant’s Current Report on Form 8-K filed with the Commission on May 6, 2024;

(d)    the description of the Registrant’s Common Stock that is contained in Exhibit 4.1 (Description of Common Stock) in the Registrant’s Form 10-K for the year ended December 31, 2022, including any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as the “Incorporated Documents”).

Any statement contained herein or in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.


Item 5. Interests of Named Experts and Counsel.



The legality of the shares of Common Stock being registered pursuant to this Registration Statement will be passed upon for the Registrant by Robert Perna, Senior Vice President, General Counsel, and Secretary of the Registrant. Mr. Perna is eligible to participate in the Plan. As of May 14, 2024, Mr. Perna holds directly and indirectly shares of the Company’s Common Stock, restricted stock units, options, and/or other rights to acquire Common Stock, that together aggregate less than 1% of the outstanding shares of the Company’s Common Stock.


Item 8. Exhibits.

See Exhibit Index which is incorporated herein by reference.


EXHIBIT INDEX

Exhibit Number
Description
24.1*Powers of Attorney (contained in the signature page of this Registration Statement).
*    Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Itasca, State of Illinois, on May 14, 2024.


KNOWLES CORPORATION
 
/s/ JEFFREY S. NIEW
Jeffrey S. Niew
President and Chief Executive Officer
 



POWERS OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Jeffrey S. Niew, John S. Anderson and Robert J. Perna, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
/s/ JEFFREY S. NIEW
Chief Executive Officer, President and Director
(Principal Executive Officer)
May 14, 2024
Jeffrey S. Niew
/s/ JOHN S. ANDERSON
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
May 14, 2024
John S. Anderson
/s/ AIR A. BASTARRICA, JR.Vice President, Controller
(Principal Accounting Officer)		May 14, 2024
Air A. Bastarrica, Jr.
/s/ DONALD MACLEODChairman, Board of DirectorsMay 14, 2024
Donald Macleod
/s/ KEITH L. BARNESDirectorMay 14, 2024
Keith L. Barnes
/s/ ERANIA BRACKETTDirectorMay 14, 2024
Erania Brackett
/s/ DANIEL J. CROWLEYDirectorMay 14, 2024
Daniel J. Crowley
/s/ DIDIER HIRSCHDirectorMay 14, 2024
Didier Hirsch
/s/ YE JANE LIDirectorMay 14, 2024
Ye Jane Li
/s/ CHERYL SHAVERSDirectorMay 14, 2024
Cheryl Shavers
/s/ MICHAEL S. WISHARTDirectorMay 14, 2024
Michael S. Wishart

Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) ________________________________ KNOWLES CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value, per share Other 7,300,000 shares (3) $17.04 $124,392,000 0.00014760 $18,360.26 Total Offering Amounts $124,392,000 $18,360.26 Total Fee Offsets -- Net Fee Due $18,360.26 (1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also registers such number of additional shares of common stock of Knowles Corporation (the "Registrant") that become issuable under the Second Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan (the "Plan"), in accordance with the adjustment and anti-dilution provisions of the Plan. (2) Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The price of $17.04 per share represents the average of the high and low price per share of the Registrant’s common stock as reported on the New York Stock Exchange on May 8, 2024. (3) Represents 7,300,000 shares of the Registrant's common stock issuable under the Plan.

 
Exhibit 5.1 May 14, 2024 Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143 Re: Registration Statement on Form S-8 Ladies and Gentlemen: I am Senior Vice President, General Counsel and Secretary of Knowles Corporation, a Delaware corporation (the "Company"), and am delivering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") of the Company to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the "Act"), in connection with the offering by the Company of up to 7,300,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Shares”), under the Second Amended and Restated Knowles Corporation 2018 Equity and Cash Incentive Plan (the "Plan"). I have examined the Registration Statement, including the exhibits thereto, the originals or copies, certified or otherwise identified to my satisfaction, of the Company’s Restated Certificate of Incorporation, the Company’s By-laws, the Plan and such other agreements, instruments and documents as I have deemed relevant and necessary in rendering this opinion, including the Company’s board resolutions approving the Plan. In rendering this opinion, I have assumed the genuineness and authenticity of all signatures on original documents; the legal capacity of all natural persons; the authenticity of all documents submitted to me as originals; and the conformity to originals of all documents submitted to me as certified or photocopies. On the basis of the foregoing, and having regard for legal considerations that I deem relevant, I am of the opinion that, when the Registration Statement becomes effective under the Act, any newly issued Common Shares delivered pursuant to the Plan will, when so delivered, be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name therein. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

 
2 I express no opinion herein as to any laws other than the General Corporation Law of the State of Delaware (the “DGCL”). I am not admitted to practice in the State of Delaware; however, I am generally familiar with the DGCL as currently in effect and have made such inquiries as I consider necessary to render the opinion above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. I assume no obligation to revise or supplement this opinion should (i) the DGCL be changed by legislative action, judicial decision or otherwise or (ii) any future development causes any change or modification herein. Very truly yours, /s/ Robert J. Perna

 
Exhibit 23.2 1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Knowles Corporation of our report dated February 21, 2024 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Knowles Corporation's Annual Report on Form 10-K for the year ended December 31, 2023. /s/ PricewaterhouseCoopers LLP Chicago, Illinois May 14, 2024

 
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