KNOWLES CORP : Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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

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. Set forth below are the voting results for each of the
proposals presented at the Annual Meeting:

Proposal 1 - Election of Directors

Director                       For                     Against                   Abstain                  Broker Non-Votes
Keith Barnes              76,580,781              8,653,290                    16,716                 2,766,483
Daniel Crowley            83,641,334              1,592,324                    17,129                 2,766,483
Hermann Eul               79,042,189              6,191,930                    16,668                 2,766,483
Didier Hirsch             78,144,296              7,089,867                    16,624                 2,766,483
Ye Jane Li                78,004,242              7,221,558                    24,987                 2,766,483
Donald Macleod            78,776,144              6,458,253                    16,390                 2,766,483
Jeffrey S. Niew           79,103,955              6,130,378                    16,454                 2,766,483
Cheryl Shavers            74,638,771              8,706,307                 1,905,709                 2,766,483
Michael Wishart           84,555,759                677,699                    17,329                 2,766,483

Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for 2023:

     For            Against        Abstain        Broker Non-Votes
  87,463,652        529,678        23,940                0




Proposal 3 - Non-binding advisory vote to approve named executive officer
compensation:

     For            Against        Abstain        Broker Non-Votes
  77,583,240       7,603,263       64,284            2,766,483

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report: Exhibit Number

                              Description
104                                         Cover Page Interactive Data 

File (embedded within the Inline XBRL document)

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